Common use of Notice; Credit to Buyer Clause in Contracts

Notice; Credit to Buyer. If, prior to the Closing Date, all or a portion of the Property shall be destroyed or damaged, or if all or a portion of the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation, Seller shall promptly notify Buyer thereof. In accordance with the provisions of this Section 7.1, Buyer shall have the right to terminate this Agreement if all or a material part of the Property is destroyed without fault of Buyer or a material part of the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation. Buyer shall give written notice of Buyer’s election to terminate this Agreement within ten (10) Business Days after Buyer receives written notice of any damage to or condemnation of the Property which entitles Buyer to terminate this Agreement. If Buyer does not give such notice, or the taking or destruction does not rise to the level of a “material part” (defined below), then this Agreement shall remain in full force and effect and there shall be no reduction in the Purchase Price, but Seller shall, at Close of Escrow, assign to Buyer (a) any insurance proceeds payable with respect to such damage to the Property; or (b) the entire award payable with respect to such condemnation proceeding (and relating to the Property), whichever is applicable, and Buyer shall receive a credit at Closing in the amount of the deductible for the applicable insurance coverage and/or any uninsured amount. If Buyer elects or is required to proceed with its purchase of the Property, Seller shall not compromise, settle or adjust any claims to such proceeds or award without -19- Buyer's prior written consent. In the event the written notice of any damage to or condemnation of the Property is provided by Seller less than ten (10) Business Days prior to the Closing Date, then notwithstanding anything to the contrary in this Agreement, the Closing shall be extended to allow Buyer and Seller the opportunity to provide the notices and responses described above. 7.2

Notice; Credit to Buyer. If, prior to the Closing Date, all or a portion of the Property shall be destroyed or damaged, or if all or a portion of the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation, Seller shall promptly notify Buyer thereof. In accordance with the provisions of this Section 7.1, Buyer shall have the right to terminate this Agreement if if, prior to the Closing Date, (i) all or a material part of the Property is destroyed without fault of Buyer or Buyer, (ii) a material part of the Property shall become is taken by eminent domain, (iii) any condemnation of the subject Property renders the Property a nonconforming use or causes the Property to be in violation of applicable zoning requirements, (iv) any proceedings, judicial, administrativeportion of the Building is condemned or (iv) if any tenant elects to terminate its Lease pursuant to the terms thereof as a result of a casualty (which is not the fault of Buyer) to, or otherwisecondemnation of, for eminent domain or condemnationthe Real Property. Buyer shall give written notice of Buyer’s election to terminate this Agreement within ten five (105) Business Days business days after Buyer receives written notice first learns of any damage to or condemnation of the Property which entitles Buyer to terminate this Agreement. If Buyer does not give such notice, or the taking or destruction does not rise to the level of a “material part” (defined below), then this Agreement shall remain in full force and effect and there shall be no reduction in the Purchase Price, but Seller shall, at Close of Escrow, (1) assign to Buyer (a) any insurance proceeds payable with respect to such damage to the Propertydamage; or (b) the entire award payable with respect to such condemnation proceeding (and relating to the Property)proceeding, whichever is applicable, and Buyer shall receive a credit at Closing (2) in the amount event of the deductible for the applicable insurance coverage and/or any uninsured amount. If Buyer elects or is required to proceed with its purchase of a casualty affecting the Property, Seller shall not compromisecredit Buyer against the Purchase Price an amount equal to (a) all insurance policy deductibles necessary to receive the proceeds described in item (1)(a) of this sentence above, settle or adjust and (b) any claims to such proceeds or award without -19- Buyer's prior written consent. In the event the written notice of any damage to or condemnation of the Property is provided by Seller less than ten (10) Business Days prior to the Closing Date, then notwithstanding anything to the contrary in this Agreement, the Closing shall be extended to allow Buyer and Seller the opportunity to provide the notices and responses described above. 7.2uninsured loss.

Notice; Credit to Buyer. If, prior to the Closing Date, all or a portion of the Property shall be destroyed or damaged, or if all or a portion of the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation, Seller shall promptly notify Buyer thereof. In accordance with the provisions of this Section 7.1, Buyer shall have the right to terminate this Agreement if all or a material part of the Property is destroyed without fault of Buyer or a material part of the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation. Buyer shall give written notice of Buyer’s election to terminate this Agreement within ten (10) Business Days after Buyer receives written notice of any damage to or condemnation of the Property which entitles Buyer to terminate this Agreement. If Buyer does not give such notice, or the taking or destruction does not rise to the level of a “material part” (defined below), then this Agreement shall remain in full force and effect and there shall be no reduction in the Purchase Price, but Seller shall, at Close of Escrow, assign to Buyer (a) any insurance proceeds payable with respect to such damage to the Property; or (b) the entire award payable with respect to such condemnation proceeding (and relating to the Property), whichever is applicable, and Buyer shall receive a credit at Closing in the amount of the deductible for the applicable insurance coverage and/or any uninsured amount. If Buyer elects or is required to proceed with its purchase of the Property, Seller shall not compromise, settle or adjust any claims to such proceeds or award without -19- Buyer's prior written consent. In the event the written notice of any damage to or condemnation of the Property is provided by Seller less than ten (10) Business Days prior to the Closing Date, then notwithstanding anything to the contrary in this Agreement, the Closing shall be extended to allow Buyer and Seller the opportunity to provide the notices and responses described above. 7.2.

Notice; Credit to Buyer. IfSellers shall promptly notify Buyer, prior to the Closing Datein writing, all or a if any portion of the a Constituent Property shall be is damaged or destroyed or damaged, or if all or a any portion of the Property shall become the subject of any proceedings, judicial, administrative, Properties is taken (or otherwise, for a pending taking that is noticed in writing) by eminent domain or condemnation, Seller shall promptly notify Buyer thereof(in each case regardless of whether the effected part constitutes a Material Part). In accordance with the provisions of this Section 7.1, Buyer shall have the right to terminate this Agreement and receive a refund of the Deposit (less the Independent Consideration) if all or a material part Material Part of the Property Properties is destroyed without fault of Buyer or a material part Material Part of the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for Properties is taken by eminent domain or condemnationdomain. Buyer shall give written notice of Buyer’s election to terminate this Agreement under the Act within ten five (105) Business Days business days after Buyer receives the applicable Seller delivers written notice to Buyer of any damage to or condemnation of the Property Properties which entitles Buyer to terminate this Agreement. If Buyer does not give such notice, or the taking or destruction does not rise to the level of a “material part” (defined below), then this Agreement shall remain in full force and effect and there shall be no reduction in the Purchase Price, but the applicable Seller shall, at Close of Escrow, assign to Buyer (a) any insurance proceeds (including, without limitation, rental loss insurance attributable to the period including and after the Close of Escrow) payable with respect to such damage to the Property; or (b) the entire award payable with respect to such condemnation proceeding (and relating to the Property)proceeding, whichever is applicable, and Buyer shall receive a credit at Closing in the amount of the deductible for the applicable insurance coverage and/or any uninsured amount. If Buyer elects or is required to proceed with its purchase of the Property, Seller shall not compromise, settle or adjust any claims to such proceeds or award without -19- Buyer's prior written consent. In the event the written notice of any damage to or condemnation of the Property is provided by Seller less than ten (10) Business Days prior to the Closing Date, then notwithstanding Notwithstanding anything to the contrary contrary, in no event shall any Seller have any obligation to repair or replace any such damage or destruction. Notwithstanding the fact that this AgreementAgreement is generally an “all Properties or none” deal, Buyer shall have the Closing shall be extended right to allow Buyer and Seller terminate this Agreement as to only the opportunity subject Constituent Property to provide the notices and responses described above. 7.2extent a Material Part of such Constituent Property is destroyed or taken by eminent domain.