Common use of Material Clause in Contracts

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen (15) days after the date Seller delivers the Casualty Notice to Buyer (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) day period to make such election). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate this Agreement within said fifteen (15) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Buyer, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer shall assume full responsibility for all needed repairs, and Buyer shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen ten (1510) business days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full fifteen ten (1510) business day period to make such election). Upon any such termination, the Xxxxxxx Money less the Non-Refundable Amount shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer Purchaser does not so terminate this Agreement within said fifteen ten (1510) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s and Buyer’s the parties’ reasonable estimation, exceeds Five Hundred Thousand Dollars $1,000,000.00 per Property to repair or which, in the parties’ reasonable estimation, will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer (which Casualty Notice shall specify Seller’s estimate of the amount of any deductible) (and if necessary, the Closing Date shall be extended to give the parties Buyer the full fifteen thirty (1530) day period to make such electionelection and for the parties to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Buyer and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Buyer, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer shall assume full responsibility for all needed repairs, and Buyer shall receive a credit at Closing for any deductible amount under such insurance policies (but provided however, the credit for any deductible amount shall not exceed $500,000 in the aggregate and the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if anyrepair). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyerreasonable estimation, exceeds $500,000 to repair or which, in Seller’s reasonable estimation, exceeds Five Hundred Thousand Dollars will take longer than ninety ($500,00090) (with respect days to any of the Improvements on any of the Real Property) to repairrepair or for which there is no insurance coverage.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money Deposit shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen (15) 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any)policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars $400,000 (in case of Purchaser’s termination option) or $500,000) 750,000.00 (with respect to any in case of the Improvements on any of the Real PropertySeller’s termination option) to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen (15) 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, (a) in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars $200,000.00 to repair or ($500,000b) (with respect to any of the Improvements on any of the Real Property) in Seller’s reasonable estimation will take longer than 120 days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer Purchaser does not terminate this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer credit Purchaser at Closing for the amount of the deductible, if any, and Purchaser shall assume full responsibility for all needed repairs, and Buyer shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyerreasonable estimation, exceeds $250,000.00 to repair or which, in Seller’s reasonable estimation, exceeds Five Hundred Thousand Dollars will take longer than one hundred eighty ($500,000180) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer Purchaser does not terminate terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) to repair.or

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money Earnxxx Xxxey shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars $100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen (15) 30-day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage whichwith respect to which the cost of repair, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any 20% of the Improvements on any of Purchase Price or which results in tenants under Leases accounting for more than $100,000 in annual rent having the Real Property) right to repairterminate their Leases (except to the extent such rent would be covered by rental or business interruption insurance).

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). If Seller fails to maintain prior to Closing property insurance covering the Property to a level that is materially similar to that maintained by Seller as of the Effective Date and, because of such failure, there are insufficient insurance proceeds to cover the reasonable cost of repairs caused by such casualty (determined as provided below), then Seller shall credit Purchaser such shortfall in insurance proceeds at Closing. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) 50,000.00 to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) day thirty-clay period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but Out the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyerreasonable estimation, exceeds $100,000.00 to repair or which, in Seller’s reasonable estimation, exceeds Five Hundred Thousand Dollars will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any)policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars $200,000.00 to repair or which will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen (15) 30-day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any)policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars five percent ($500,0005%) (with respect to any of the Improvements on any of the Real Property) Purchase Price to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially --------------- ---------- Damaged” " means damage which, in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars ------- $100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer Purchaser does not terminate this Agreement within said fifteen (15) 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California - Page 12 for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which, in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) 300,000.00 to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Earnest Money shall be returned to Buyer Purchaser and the parties hereto shall heretx xxxxx have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen thirty (1530) day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money Earnest Money, and if applicable, the Additional Earnest Moxxx (xxgether with any and all interest accrued xxxxxxxon), shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if anyPrice). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s and Buyer’s 's reasonable estimation, the cost to repair exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) to repair250,000.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller shall promptly deliver written notice to Buyer, and Buyer or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of fifteen thirty (1530) days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Earnest Money shall be returned to Buyer Purchaser and the parties hereto shall have shxxx xxxe no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer does not terminate neither Seller nor Purchaser so terminates this Agreement within said fifteen thirty (1530) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety ($500,00090) (with respect to any of the Improvements on any of the Real Property) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full fifteen (15) thirty-day period to make such electionelection and to obtain insurance settlement agreements with Seller's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer Purchaser does not terminate this Agreement within said fifteen (15) 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which, in Seller’s and Buyer’s 's reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) 750,000.00 to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Seller shall promptly deliver written notice to Buyer, and Buyer Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of fifteen (15) 30 days after the date Seller delivers the Casualty Notice to Buyer Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full fifteen (15) 30-day period to make such electionelection and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Buyer Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Buyer Purchaser does not so terminate this Agreement within said fifteen (15) 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to BuyerPurchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer Purchaser shall assume full responsibility for all needed repairs, and Buyer Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars ($500,000) (with respect to any 2% of the Improvements on any of the Real Property) to repairPurchase Price.