Common use of Possession and Risk of Loss Clause in Contracts

Possession and Risk of Loss. (a) Subject to Paragraph 7(c), Buyer acknowledges that Buyer has not been promised an exact time for occupancy or completion of the Unit and the Common Elements and that possession of the Unit shall remain exclusively with Seller until: (i) all amounts due from Buyer under this Contract have been paid; (ii) all instruments or documents required in connection with the completion of this transaction have been executed and delivered by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occurs. Buyer shall not install any improvement, perform any work or store any property in the Unit or any other areas of the Condominium prior to Closing. Buyer understands that during the course of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guests, or invitees (collectively "Buyer Parties" or "Buyer Party") shall enter the Unit or the Building without Seller's prior approval, and if Buyer or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or at any time before Closing, Buyer and any Buyer Party assumes the risk of bodily injury while in the Unit or the Building or at the Condominium. Xxxxx agrees to indemnify, defend and hold Seller harmless for, from and against any and all claims, demands, or causes of action arising in favor of Xxxxx, Xxxxx's Parties, or any such third party who enters the Condominium or the Building or the Unit relating to bodily injury, death or as a result of damage to the Unit, the Building or the Condominium prior to the Closing, while Buyer or any Buyer Parties are on the Condominium or in the Unit or the Building regardless of whether Seller or its agents, employees or contractors are actively or passively negligent, in whole or in part. (b) Buyer shall not interfere, give instruction to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Seller. Buyer understands that Condominium employees, contractors and subcontractors have no authority to change the Plans or any of the terms of this Contract or bind Seller to the performance of any work on the Unit. (c) Except as may be caused by Xxxxx's acts, omissions, or negligence, or Buyer's third parties (which shall be the sole and complete responsibility of Buyer), Seller shall assume the risk of loss or damage to the Unit and Building by fire or other casualty until the Closing, at which time the risk of loss shall pass to Buyer and the Association as more fully set forth in the Condominium Declaration; provided, however, in the event of substantial destruction of the Building by fire, windstorm, hail, earthquake, explosion or other casualty prior to Closing, either Buyer or Seller may terminate this Contract if the Building and Unit cannot reasonably be restored within twelve (12) months following the date of casualty, and if this Contract is so terminated, the Xxxxxxx Money shall be returned to Buyer.

Possession and Risk of Loss. (a) Subject Right to Paragraph 7(c), Buyer acknowledges that Buyer has not been promised an exact time for occupancy or completion of the Unit and the Common Elements and that possession of the Unit Purchased Assets shall remain exclusively with Seller until: (i) transfer to Purchaser on the Closing Date. Sellers shall transfer and deliver to Purchaser on the Closing Date such keys, locks and safe combinations and other similar items as Purchaser may reasonably require to obtain occupation and control of the Purchased Assets, and shall also make available to Purchaser at their then existing locations the originals of all amounts due from Buyer documents in Sellers’ actual possession that are required to be transferred to Purchaser by this Agreement. The risk of loss of or damage or destruction to any of the Acquired Theaters to be conveyed to Purchaser under this Contract have been paid; Agreement shall be borne by Sellers to the time of Closing. (iib) If on or prior to the Closing Date, all instruments or documents required in connection with the completion part of this transaction have been executed and delivered any Acquired Theater (or shopping center wherein such Acquired Theater is located) is destroyed or damaged by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occurs. Buyer shall not install any improvementfire, perform any work or store any property in the Unit flood, earthquake, hurricane, or any other areas of the Condominium prior to Closing. Buyer understands that during the course of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guestscasualty, or invitees (collectively "Buyer Parties" or "Buyer Party") shall enter the Unit or the Building without Seller's prior approval, and if Buyer all or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or at any time before Closing, Buyer and any Buyer Party assumes the risk of bodily injury while in the Unit or the Building or at the Condominium. Xxxxx agrees to indemnify, defend and hold Seller harmless for, from and against any and all claims, demands, or causes of action arising in favor of Xxxxx, Xxxxx's Parties, or any such third party who enters the Condominium or the Building or the Unit relating to bodily injury, death or as a result of damage to the Unit, the Building or the Condominium prior to the Closing, while Buyer or any Buyer Parties are on the Condominium or in the Unit or the Building regardless of whether Seller or its agents, employees or contractors are actively or passively negligentthereof is condemned, in whole or in part. , by a Governmental Body (ba “Theater Casualty Event” and such Theater affected by a Theater Casualty Event, a “Damaged Theater”), then Sellers shall, promptly, provide written notice thereof to Purchaser, and such notice shall include (i) Buyer a detailed description the relevant facts and circumstances of such Theater Casualty Event, (ii) copies of all insurance policies then in force relating to the applicable Theater affected by such Theater Casualty Event, and (iii) Sellers’ initial good faith estimate of the cost and timing to repair such Theater Casualty Event and recommence normal theater operations at such location (the “Casualty Estimate”). If there is a Theater Casualty Event, Purchaser shall not interfere, give instruction proceed to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Seller. Buyer understands that Condominium employees, contractors and subcontractors have no authority to change the Plans or any of Closing in accordance with the terms of this Contract Agreement and Sellers shall: (i) transfer and assign to Purchaser the Sellers’ right, title and interest in and to all insurance proceeds or bind condemnation award and remit to Purchaser all sums Seller previously received by way of such proceeds or award resulting or to result from said Theater Casualty Event, including, but not limited to, entering into any “back-to-back” contractual arrangements to ensure all insurance proceeds or condemnation awards in respect of such Theater Casualty Event are actually received by Purchaser and (ii) take such actions as Purchaser reasonably requests (all at Purchaser’s expense) to assist Purchaser in securing the performance insurance proceeds and condemnation awards resulting from the Theater Casualty Event (including, but not limited to, bringing claims under Sellers’ applicable insurance policies). For the avoidance of doubt, Purchaser shall bear the cost of any work on the Unitrequired “deductible” amount relating to a Theater Casualty Event under any applicable insurance policy. (c) Except as may be caused by Xxxxx's acts, omissions, or negligence, or Buyer's third parties (which shall be the sole and complete responsibility of Buyer), Seller shall assume the risk of loss or damage to the Unit and Building by fire or other casualty until the Closing, at which time the risk of loss shall pass to Buyer and the Association as more fully set forth in the Condominium Declaration; provided, however, in the event of substantial destruction of the Building by fire, windstorm, hail, earthquake, explosion or other casualty prior to Closing, either Buyer or Seller may terminate this Contract if the Building and Unit cannot reasonably be restored within twelve (12) months following the date of casualty, and if this Contract is so terminated, the Xxxxxxx Money shall be returned to Buyer.

Possession and Risk of Loss. (a) Subject to Paragraph 7(c)The risk of any loss, Buyer acknowledges that Buyer has not been promised an exact time for occupancy damage, impairment, confiscation or completion condemnation of any of the Unit and the Common Elements and that possession of the Unit Transferred Assets from any cause whatsoever shall remain exclusively with be borne by Seller until: (i) at all amounts due from Buyer under this Contract have been paid; (ii) all instruments or documents required in connection with the completion of this transaction have been executed and delivered by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occurs. Buyer shall not install any improvement, perform any work or store any property in the Unit or any other areas of the Condominium prior to Closing. Buyer understands that during the course of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guests, or invitees (collectively "Buyer Parties" or "Buyer Party") shall enter the Unit or the Building without Seller's prior approval, and if Buyer or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or at any time before Closing, Buyer and any Buyer Party assumes the risk of bodily injury while in the Unit or the Building or at the Condominium. Xxxxx agrees to indemnify, defend and hold Seller harmless for, from and against any and all claims, demands, or causes of action arising in favor of Xxxxx, Xxxxx's Parties, or any such third party who enters the Condominium or the Building or the Unit relating to bodily injury, death or as a result of damage to the Unit, the Building or the Condominium times prior to the Closing. In the event of any such loss, while damage, impairment, confiscation or condemnation, whether or not covered by insurance, Seller shall promptly notify Buyer of such loss, damage, impairment, confiscation or condemnation. (b) If Seller, at its expense, repairs, replaces or restores such Transferred Assets to their prior condition to the satisfaction of Buyer before the Closing, Seller shall be entitled to all insurance proceeds and condemnation awards, if any, by reason of such award or loss. (c) If, before the Closing Date, all or any portion of the Transferred Assets become subject to any condemnation or eminent domain proceeding, Seller shall notify Buyer, in writing, of such fact promptly upon becoming aware of such proceeding. As soon as practicable following the filing of such condemnation or eminent domain proceedings, Seller will provide to Buyer a detailed written estimate from an independent third party appraiser mutually acceptable to Seller and Buyer (the “Condemnation Estimate”) setting forth the estimated amount of the reduction in the fair market value of the Business resulting from such condemnation. If the Condemnation Estimate is equal to or less than ten percent (10%) of the Purchase Price, the parties shall proceed to Closing, provided that Seller shall assign all rights under applicable insurance policies, if any, to Buyer. To the extent that such condemnation is not covered by insurance proceeds, then the Purchase Price shall be reduced by the amount of the Condemnation Estimate less any recoveries or awards which Buyer has received. In such event, Seller shall have no further liability with respect to the condition of the Transferred Assets directly attributable to the condemnation or eminent domain proceeding. If the Condemnation Estimate is greater than ten percent (10%) of the Purchase Price, then either Buyer or Seller may elect, within fifteen (15) days after Buyer’s receipt of such Condemnation Estimate (but in no event later than the Closing Date) to terminate this Agreement; provided, however, that neither party shall have a right to terminate this Agreement pursuant to this Section 3.6(c) unless such condemnation or eminent domain proceeding materially impairs the operation of the Omaha Business as currently conducted or would have materially impaired the operation of the Nampa Business as such business was conducted as of the Nampa Closure Date. If neither party elects to terminate this Agreement pursuant to this Section 3.6(c), the parties shall proceed to Closing and Seller shall assign all rights under applicable insurance policies, if any, to Buyer. (d) If, before the Closing Date, all or any Buyer Parties are on portion (the Condominium “Damaged Portion”) of the Transferred Assets is damaged or in the Unit destroyed (whether by fire, theft, vandalism or the Building regardless of whether Seller or its agentsother casualty, employees or contractors are actively or passively negligent, each a “Casualty”) in whole or in part. (b) Buyer shall not interfere, give instruction to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Seller. Buyer understands that Condominium employees, contractors and subcontractors have no authority to change the Plans or any of the terms of this Contract or bind Seller to the performance of any work on the Unit. (c) Except as may be caused by Xxxxx's acts, omissions, or negligence, or Buyer's third parties (which shall be the sole and complete responsibility of Buyer), Seller shall assume notify Buyer in writing of such fact promptly upon becoming aware of such Casualty. As soon as practicable following the risk Casualty, Seller will provide to Buyer a detailed written estimate from an independent third party appraiser mutually acceptable to Seller and Buyer setting forth the estimated amount required to repair, replace or restore the Damaged Portion together with the estimated loss of loss profits and all costs and expenses associated with the Casualty (the “Casualty Estimate”). If Seller does not or damage cannot repair or replace the Damaged Portion prior to the Unit Closing Date or informs Buyer within ten (10) days after delivery of the Casualty Estimate (but in no event later than the Closing Date) that it does not intend to repair or replace the Damaged Portion prior to the Closing Date, and Building if the Casualty Estimate is equal to or less than ten percent (10%) of the Purchase Price, the parties shall proceed to Closing without Seller completing the repair or replacement of such Damaged Portion, provided that Seller shall assign all rights under applicable insurance policies, if any, to Buyer. To the extent that the repair or replacement cost of any such Damaged Portion is not covered by fire insurance proceeds, then the Purchase Price shall be reduced by the amount of the Casualty Estimate less any recoveries or other casualty until awards which Buyer has received. In such event, Seller shall have no further liability with respect to the Closingcondition of the Transferred Assets directly attributable to the Casualty. If the Casualty Estimate is greater than ten percent (10%) of the Purchase Price, at which time then either Buyer or Seller may elect, within fifteen (15) days of Buyer’s receipt of written notice of the risk of loss shall pass Casualty Estimate (but in no event later than the Closing Date) to Buyer and the Association as more fully set forth in the Condominium Declarationterminate this Agreement; provided, however, in that neither party shall have a right to terminate this Agreement pursuant to this Section 3.6(d) unless such Casualty materially impairs the event of substantial destruction operation of the Building by fire, windstorm, hail, earthquake, explosion Omaha Business as currently conducted or other casualty prior would have materially impaired the operation of the Nampa Business as such business was conducted as of the Nampa Closure Date. If neither party elects to Closing, either Buyer or Seller may terminate this Contract if the Building and Unit cannot reasonably be restored within twelve (12) months following the date of casualty, and if Agreement pursuant to this Contract is so terminatedSection 3.6(d), the Xxxxxxx Money parties shall be returned proceed to Closing and Seller shall assign all rights under applicable insurance policies, if any, to Buyer.

Possession and Risk of Loss. (a) Subject to Paragraph 7(c), Buyer acknowledges that Buyer has not been promised an exact time for occupancy or completion of the Included Improvements or occupancy of any Unit and that Buyer is not the Common Elements legal owner of any Unit and that possession of the any Unit shall remain exclusively with in Seller until: (i) all amounts due from Buyer under this Contract have been paid; (ii) all instruments or documents required in connection with until the completion of this transaction have been executed and delivered by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occursfor such Unit. Buyer shall not install any improvement, perform any work or store any property in the any Unit or any other areas of the Condominium prior to Closingthe Closing for such Unit without prior written consent from Seller, which consent shall not be unreasonably withheld. Buyer understands that during the course shall provide Seller with notice of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guests, or invitees (collectively "Buyer Parties" or "Buyer Party") shall its intent to enter the Unit or the Building without Seller's prior approval, Real Property and if Buyer or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or Real Property at any time before the Closing, Buyer Buyer, and any Buyer Party assumes Buyer's contractors, guests and invitees assume the risk of bodily injury while in on the Unit or the Building or at the CondominiumReal Property. Xxxxx Buyer agrees to indemnify, defend and hold Seller harmless for, from and against any and all claimsloss, demandsincluding, without limitation, personal injuries incurred by Buyer, or causes Buyer's guests, contractors or invitees, at any time and all times before the Closing, excluding, however, and personal injuries resulting from the willful misconduct or gross negligence of action arising Seller or Seller's agents, employees, contractors, or subcontractors. Such indemnity in favor of Xxxxx, Xxxxx's Parties, or any such third party who enters Seller shall survive the Condominium or the Building or the Unit relating to bodily injury, death or as a result termination of damage to the Unit, the Building or the Condominium prior to the Closing, while this Agreement by Buyer or Seller as permitted by any Buyer Parties are on the Condominium or in the Unit or the Building regardless provision of whether Seller or its agents, employees or contractors are actively or passively negligent, in whole or in part. (b) this Agreement. Buyer shall not interfere, interfere or give instruction to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Sellerjobsite. Buyer understands acknowledges that Condominium the jobsite may contain dangerous conditions, and jobsite employees, contractors and subcontractors have no authority to change the Plans and Specifications or any of the terms of this Contract or bind Seller to the performance of any work on the Unit. (c) Agreement. Except as may be caused by Xxxxx's acts, omissions, or negligence, or Buyer's third parties willful misconduct or gross negligence (which shall be the sole and complete responsibility of Buyer), Seller shall assume the risk of loss or damage to the Included Improvements, Improvements, or any Unit and Building by fire or other casualty until the ClosingClosing for such Unit, at which time the risk of loss shall pass to Buyer and the Association as more fully set forth in the Condominium Declaration; provided, however, in . In the event of substantial any damage or destruction to or of the Building by fireImprovements, windstormthe Included Improvements, hail, earthquake, explosion or other casualty any Unit prior to ClosingClosing of such Unit, either Buyer Seller shall repair or Seller may terminate this Contract if reconstruct the Building and Unit cannot reasonably same to substantially its former condition, or as is intended to be restored within twelve (12) months following the date of casualty, and if this Contract is so terminated, the Xxxxxxx Money shall be returned to Buyerrenovated.

Possession and Risk of Loss. (a) Subject to Paragraph 7(c)The risk of any loss, Buyer acknowledges that Buyer has not been promised an exact time for occupancy damage, impairment, confiscation, or completion condemnation of any of the Unit and the Common Elements and that possession of the Unit Purchased Assets from any cause whatsoever shall remain exclusively with be borne by Seller until: (i) at all amounts due from Buyer under this Contract have been paid; (ii) all instruments or documents required in connection with the completion of this transaction have been executed and delivered by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occurs. Buyer shall not install any improvement, perform any work or store any property in the Unit or any other areas of the Condominium prior to Closing. Buyer understands that during the course of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guests, or invitees (collectively "Buyer Parties" or "Buyer Party") shall enter the Unit or the Building without Seller's prior approval, and if Buyer or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or at any time before Closing, Buyer and any Buyer Party assumes the risk of bodily injury while in the Unit or the Building or at the Condominium. Xxxxx agrees to indemnify, defend and hold Seller harmless for, from and against any and all claims, demands, or causes of action arising in favor of Xxxxx, Xxxxx's Parties, or any such third party who enters the Condominium or the Building or the Unit relating to bodily injury, death or as a result of damage to the Unit, the Building or the Condominium times prior to the ClosingEffective Time. In the event of any such loss, while damage, impairment, confiscation, or condemnation, whether or not covered by insurance, Seller shall promptly notify Buyer of such loss, damage, impairment, confiscation, or any Buyer Parties are on the Condominium or in the Unit or the Building regardless of whether Seller or its agents, employees or contractors are actively or passively negligent, in whole or in partcondemnation. (b) Buyer shall not interfereIf Seller, give instruction at its expense, repairs, replaces, or restores such Purchased Assets to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Seller. Buyer understands that Condominium employees, contractors and subcontractors have no authority to change the Plans or any of the terms of this Contract or bind Seller their prior condition to the performance reasonable satisfaction of any work on Buyer before the UnitClosing, Seller shall be entitled to all insurance proceeds and condemnation awards, if any, by reason of such award or loss. (c) Except as If Seller does not or cannot restore or replace lost, damaged, impaired, confiscated or condemned Purchased Assets or informs Buyer that it does not intend to restore or replace such Purchased Assets, Buyer may be caused at its option: (i) terminate this Agreement by Xxxxx's actsnotice forthwith without any further obligation hereunder; or (ii) proceed to the Closing of this Agreement without Seller completing the restoration and replacement of such Purchased Assets, omissionsprovided that Seller shall assign all rights under applicable insurance policies and condemnation awards, or negligenceif any, or to Buyer's third parties (which shall be the sole ; and complete responsibility of Buyer)in such event, Seller shall assume the risk of loss or damage have no further liability with respect to the Unit and Building by fire condition of the Purchased Assets directly attributable to the loss, damage, impairment, confiscation, or other casualty until condemnation. (d) Buyer will notify Seller of a decision under the Closing, at which time the risk of loss shall pass options described in Section 2.6(c)(i) or 2.6(c)(ii) above within ten days after Seller's notice to Buyer of the damage or destruction of Purchased Assets and the Association as more fully set forth in estimate of the Condominium Declarationcosts to repair or replace; provided, however, in that if Seller states that it intends to restore the event of substantial destruction of the Building by fire, windstorm, hail, earthquake, explosion or other casualty damaged Purchased Assets and if Seller has not restored such damaged Purchased Assets immediately prior to Closingthe Closing Date, notwithstanding Buyer's prior delivery of a notice to proceed pursuant to this Section 2.6(d), Buyer shall have the right to either Buyer postpone the Closing or Seller may terminate this Contract if the Building and Unit cannot reasonably be restored within twelve (12) months following the date of casualty, and if this Contract is so terminated, the Xxxxxxx Money shall be returned to BuyerAgreement by notice forthwith.

Possession and Risk of Loss. Seller shall deliver possession of the Property to Buyer on the Closing Date. Subject to the terms of this Article 7, all risk of material or immaterial loss and damage (including condemnation of the Property) by casualty or any other cause shall be and remain with Seller until the Closing Date. On or after the Closing Date, all risk of material or immaterial loss and damage to the entirety of the Property shall pass to Buyer. 7.1.1 In the event that prior to the Closing Date, the Property, or any portion thereof, is materially destroyed or materially damaged or any material portion of the Property is condemned by right of eminent domain, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receipt of written notice of such damage, destruction, or eminent domain either (a) Subject to Paragraph 7(cterminate this Agreement, in which event any documents in Escrow shall be returned to the party depositing the same (except the Buyer’s Option Note and Guaranty previously delivered to Seller and the other Option Consideration and the Termination Fee which shall be earned and retained by Seller notwithstanding any such termination of this Agreement), Buyer acknowledges and neither party hereto shall have any further rights or obligations hereunder (except that Buyer has not been promised an exact time for occupancy such termination shall in no event affect any of Seller’s rights or completion of remedies under the Unit and the Common Elements and that possession of the Unit shall remain exclusively with Seller until: (i) all amounts due from Buyer under this Contract have been paid; (ii) all instruments or documents required in connection with the completion of this transaction have been executed and delivered by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occurs. Buyer shall not install any improvement, perform any work or store any property in the Unit or any other areas of the Condominium prior to Closing. Buyer understands that during the course of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guests, or invitees (collectively "Buyer Parties" or "Buyer Party") shall enter the Unit Option Note or the Building without Guaranty or the Lease Termination Agreement which Seller's prior approval, and if Buyer or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or at any time before Closing, Buyer and Guarantor acknowledge and agree shall survive any Buyer Party assumes termination of this Agreement), or (b) to accept the risk Property in its then-current condition and to proceed with the consummation of bodily injury while the transaction contemplated by this Agreement, without any reduction in the Unit Purchase Price, and to receive an assignment and assumption of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, net of collection costs and costs of repair reasonably incurred by Seller and not reimbursed and a credit at Closing against the Building Purchase Price in the amount of the deductible portion of Seller’s insurance for such damage or at destruction. If Buyer elects to proceed under clause (b) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent, which consent may be withheld in Buyer’s reasonable discretion. 7.1.2 In the Condominium. Xxxxx agrees event that, prior to indemnifythe Closing Date, defend and hold Seller harmless for, from and against there is any and all claims, demands, non-material damage or causes of action arising in favor of Xxxxx, Xxxxx's Partiesdestruction to the Property, or any such third party who enters part thereof, or any non-material portion of the Condominium Property is subject to a taking by right of eminent domain, Buyer shall be bound to purchase the Property as required by the terms of this Agreement without regard to the occurrence or effect of any damage to or destruction of the Building Property or condemnation of the Unit relating Property by right of eminent domain, provided that the occurrence of any damage or destruction is covered by Seller’s insurance for the Property and involves repair costs of less than Three Million Dollars ($3,000,000), and any condemnation does not affect the use and value of the Property in other than a minor or immaterial manner. If Buyer is so bound to bodily injurypurchase the Property notwithstanding the occurrence of damage, death destruction or condemnation, then upon the Closing: Buyer shall receive a credit against the Purchase Price for the Property in the amount (net of collection costs and costs of repair reasonably incurred by Seller and not then reimbursed) of any insurance proceeds or condemnation award collected and retained by Seller as a result of any such damage or destruction or condemnation plus (in the case of damage) the amount of the deductible portion of Seller’s insurance policy, and Seller shall assign to Buyer all rights to such net insurance proceeds or condemnation awards as shall not have been collected prior to the close of escrow (and the Buyer’s Purchase Note shall be reduced by a corresponding amount). Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent, which consent may be withheld in Buyer’s reasonable discretion. 7.1.3 For purposes of this Article 7 only, damage to the Unit, Real Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if (a) the Building estimated cost of restoration or repair of such damage or the Condominium prior amount of the condemnation award with respect to the Closing, while Buyer such taking shall exceed Three Million Dollars ($3,000,000) or any Buyer Parties are on the Condominium or in the Unit or the Building regardless of whether Seller or its agents, employees or contractors are actively or passively negligent, in whole or in part. (b) Buyer shall not interfere, give instruction to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Seller. Buyer understands that Condominium employees, contractors and subcontractors have no authority to change the Plans or any of the terms of this Contract or bind Seller to the performance of any work on the Unit. (c) Except as may be caused by Xxxxx's acts, omissions, or negligence, or Buyer's third parties (which shall be the sole and complete responsibility of Buyer), Seller shall assume the risk of loss or damage to the Unit and Building Property is not covered by fire or other casualty until Seller’s insurance for the Closing, at which time the risk of loss shall pass to Buyer and the Association as more fully set forth in the Condominium Declaration; provided, however, in the event of substantial destruction of the Building by fire, windstorm, hail, earthquake, explosion or other casualty prior to Closing, either Buyer or Seller may terminate this Contract if the Building and Unit cannot reasonably be restored within twelve (12) months following the date of casualty, and if this Contract is so terminated, the Xxxxxxx Money shall be returned to BuyerProperty.

Possession and Risk of Loss. (a) Subject to Paragraph 7(c)a. The risk of any loss, Buyer acknowledges that Buyer has not been promised an exact time for occupancy damage, impairment, confiscation, or completion condemnation of any of the Unit and Assets from any cause whatsoever shall be borne by the Common Elements and that possession of the Unit shall remain exclusively with Seller until: (i) Sellers at all amounts due from Buyer under this Contract have been paid; (ii) all instruments or documents required in connection with the completion of this transaction have been executed and delivered by Buyer; (iii) the deed from Seller is recorded; and (iv) Closing occurs. Buyer shall not install any improvement, perform any work or store any property in the Unit or any other areas of the Condominium prior to Closing. Buyer understands that during the course of construction the Condominium may contain dangerous conditions. Neither Buyer nor any member of Buyer’s family or Buyer’s agents, representatives, contractors, guests, or invitees (collectively "Buyer Parties" or "Buyer Party") shall enter the Unit or the Building without Seller's prior approval, and if Buyer or any Buyer Party (with or without said approval) enters the Building, the Unit or any other part of the Condominium during the course of construction, or at any time before Closing, Buyer and any Buyer Party assumes the risk of bodily injury while in the Unit or the Building or at the Condominium. Xxxxx agrees to indemnify, defend and hold Seller harmless for, from and against any and all claims, demands, or causes of action arising in favor of Xxxxx, Xxxxx's Parties, or any such third party who enters the Condominium or the Building or the Unit relating to bodily injury, death or as a result of damage to the Unit, the Building or the Condominium times prior to the Closing. In the event of any material such loss, while damage, impairment, confiscation, or condemnation, whether or not covered by insurance, the Sellers shall promptly notify Buyer of such loss, damage, impairment, confiscation, or any Buyer Parties are on the Condominium or in the Unit or the Building regardless of whether Seller or its agents, employees or contractors are actively or passively negligent, in whole or in partcondemnation. (b) Buyer shall not interfereb. If a Seller, give instruction at its expense, repairs, replaces, or restores such Assets to or request work to be done by Seller's employees, contractors or subcontractors at the Condominium. Contractors, employees and subcontractors at the Condominium do not have authority to agree to construction changes or to make agreements on behalf of Seller. Buyer understands that Condominium employees, contractors and subcontractors have no authority to change the Plans or any of the terms of this Contract or bind Seller their prior condition to the performance satisfaction of any work on the Unit. (c) Except as may be caused by Xxxxx's acts, omissions, or negligence, or Buyer's third parties (which shall be the sole and complete responsibility of Buyer), Seller shall assume the risk of loss or damage to the Unit and Building by fire or other casualty until Buyer before the Closing, the Sellers shall be entitled to all insurance proceeds and condemnation awards, if any, by reason of such award or loss. c. If the Sellers do not or cannot restore or replace lost, damaged, impaired, confiscated or condemned Assets, the lack of restoration or replacement of which would have a Material Adverse Effect on Sellers, and inform Buyer that they do not intend to restore or replace such Assets, Buyer may at which time its option: (i) terminate this Agreement by notice forthwith without any further obligation hereunder; of d. Buyer will notify BBSI of a decision under the risk of loss shall pass options described in Section 3.3.c.(i)or Section 3.3.c.(ii) above, within ten (10) Business Days after Sellers' notice to Buyer of the damage or destruction of Assets and the Association as more fully set forth in estimate of the Condominium Declarationcosts to repair or replace; provided, however, in that if a Seller states that it intends to restore the event of substantial destruction of damaged Assets and if the Building by fire, windstorm, hail, earthquake, explosion or other casualty Sellers have not restored such damaged Assets immediately prior to Closingthe Closing Date, notwithstanding Buyer's prior delivery of a notice to proceed pursuant to this Section 3.3.d., Buyer shall have the right to either Buyer postpone the Closing to a mutually agreeable date or Seller may terminate this Contract if the Building and Unit cannot reasonably be restored within twelve (12) months following the date of casualty, and if this Contract is so terminated, the Xxxxxxx Money shall be returned to BuyerAgreement by notice forthwith.