Common use of Risk of Loss and Insurance Proceeds Clause in Contracts

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Property. Seller has provided Buyer with a certificate of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration or repair of such Property. Notwithstanding the foregoing, (i) Seller shall not settle, compromise or otherwise stipulate any award or recovery in (a) If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closing.

Risk of Loss and Insurance Proceeds. (a) Except as otherwise described hereunder, Buyer shall be bound to purchase the Properties Interests for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties Property or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Property. Seller has Sellers have provided Buyer with a certificate of insurance for Seller's the applicable Subsidiaries’ casualty insurance policy (and has made or will make available a full and complete copy of all relevant insurance policies) for inspection by Buyer and/or its representatives so that Buyer can confirm its satisfaction with such policy. Seller Sellers agree that it will maintain such policy will be maintained in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such The proceeds or awards shall be assigned to Buyerretained in the applicable Subsidiary, except to the extent needed to reimburse the applicable Seller or Subsidiary for sums it they reasonably expended prior to the Closing for the restoration or repair of any portion of the Property or in collecting such Propertyinsurance proceeds or condemnation awards. Notwithstanding the foregoing, (i) Seller Sellers shall not settle, compromise or otherwise stipulate any award or recovery inin connection with any damage, destruction or condemnation, in each case if such damage, destruction or condemnation impairs the value of the Property by at least Two Million Dollars ($2,000,000.00) and occurs after the Effective Date, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, and (ii) Buyer shall have the right to participate in any such settlement or other proceeding. (ab) If Buyer elects Notwithstanding the foregoing, if any damage to proceed with the purchase, then upon Property or destruction of any Improvements thereon or condemnation impairs the Closingvalue of the Property prior to Closing by Two Million Dollars ($2,000,000.00), Buyer shall may elect to terminate this Agreement by written notice to Seller to be entitled to a credit against given within fifteen (15) days from the Purchase Price and shall receive an assignment determination of the cost by Sellers of any uncollected proceeds such damage or awardsdestruction. In such event, Escrow Holder shall immediately return the Deposit (together with all as set forth in interest thereon) to Buyer, and Buyer and Sellers shall have no further rights or obligations under this Section 7.7 above. The provisions Agreement, other than those expressly stated to survive the termination of this Section 7.7 shall survive the ClosingAgreement.

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties Property or destruction of any improvements thereon or condemnation of any portion of any the Property, provided that PROVIDED THAT upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Propertythe Property or in collecting such insurance proceeds or condemnation awards. Seller has provided shall provide Buyer with a certificate of insurance for Seller's casualty property insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree agrees that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration or repair of the Property or in collecting such Propertyinsurance proceeds or condemnation awards. Notwithstanding the foregoing, (i) Seller shall not settle, compromise or otherwise stipulate any award or recovery in in connection with any damage, destruction or condemnation, in each case if such damage, destruction or condemnation impairs the value of the Property by at least One Hundred Thousand and No/100 Dollars (a$100,000.00) and occurs after the expiration of the Due Diligence Period, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, (ii) following the expiration of the Due Diligence Period, Buyer shall have the right to participate in any such settlement or other proceedings, and (iii) if the amount of the damage or destruction as described in this SECTION 7.7 exceeds Two Hundred Fifty Thousand and No/100 Dollars ($250,000), then Buyer may, at its option to be exercised within five (5) Business Days of Seller's written notice of the occurrence of the damage or destruction, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement, then the Deposit shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder except to the extent set forth in SECTIONS 4.6(a), 6.1, 9.4 and 9.10(a). If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 SECTION 7.8 above. The provisions of this Section 7.7 SECTION 7.8 shall survive the Closing.

Risk of Loss and Insurance Proceeds. Buyer shall Spiexxx xxxll be bound to purchase accept contribution of the Contribution Properties for the full Purchase Price Adjusted Contribution Amount as required by the terms hereofhereof and to lease or accept the assignment of the lease of the Ground Lease Parcels under the terms of the Spiexxx Xxxund Lease Agreements, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price Adjusted Contribution Amount due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller the applicable Contributor as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller such Contributor prior to the Closing for the restoration or repair of any PropertyProperty or in collecting such insurance proceeds or condemnation award. Seller has The Contributors have provided Buyer with Spiexxx xxxh a certificate of insurance for Seller's the Contributors' casualty insurance policy policy(ies) so that Buyer can Spiexxx xxx confirm its satisfaction with such policypolicy(ies). Seller The Contributors agree that it they will maintain such policy policy(ies) in full force and effect until the applicable Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to BuyerSpiexxx, except xxcept to the extent needed to reimburse Seller the applicable Contributor for sums it reasonably expended prior to the Closing for the restoration or repair of such PropertyProperty or in collecting such insurance proceeds or condemnation awards. Notwithstanding the foregoing, (i) Seller the Contributors shall not settle, compromise or otherwise stipulate any condemnation award whatsoever, or any award or recovery in in connection with any damage or destruction in each case if such damage or destruction impairs the value of a Property by at least one hundred thousand dollars (a$100,000), without the prior written approval of Spiexxx, xxich approval shall not be unreasonably withheld, (ii) If Buyer elects Spiexxx xxxll have the right to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of participate in any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closing.such settlement

Risk of Loss and Insurance Proceeds. (A) Seller shall bear the risk of loss with respect to the Property in the manner provided herein. If, on or after the Effective date, (a) the Property is contaminated or damaged or destroyed by fire or other casualty, and Buyer’s estimated cost of repair exceeds one percent (1%) of the Purchase Price, or (b) the Property is condemned, then Buyer shall have the right to terminate this Agreement upon notice to Seller. If Buyer elects to terminate this Agreement, the Deposit shall be bound refunded to purchase the Properties for the full Purchase Price as required by the terms hereofBuyer promptly. If Buyer does not elect to terminate this Agreement, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon at the Closing, there shall be a credit credited against the Purchase Price due hereunder an amount equal to the gross amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnationdestruction, plus the gross amount of any insurance deductible policy deductible, or as applicable, the gross amount of the condemnation award collected by Seller. To the extent any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Property. Seller has provided Buyer with a certificate of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be unconditionally and absolutely assigned to Buyer at Closing, in form reasonably satisfactory to Buyer, except . Notwithstanding anything herein to the extent needed contrary, no proceeds from a casualty or condemnation shall be payable to reimburse Seller for sums it reasonably expended prior Buyer hereunder unless the Deposit has become non-refundable in accordance with the provisions of Section 2.4 hereof and Buyer has agreed to the Closing for the restoration or repair of such Property. Notwithstanding the foregoing, proceed to Closing. (iB) Seller shall not settle, compromise or otherwise stipulate any award or recovery in in connection with any such damage, destruction or condemnation without the prior written approval of Buyer, which approval shall not be unreasonably withheld if Buyer has the right to terminate this Agreement in accordance with Section 10.1 (aA) If Buyer elects to proceed with the purchaseabove, then upon the Closing, and Buyer shall be entitled have the right to a credit against the Purchase Price participate in any such settlement and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closingother proceedings.

Risk of Loss and Insurance Proceeds. Buyer Seller shall give Purchaser notice of the occurrence of damage or destruction of, or the commencement of condemnation proceedings affecting any portion of the Premises. In the event that all or any material portion of the Premises is condemned, or destroyed or damaged by fire or other casualty prior to the Closing and the cost to repair or restore any loss or damage caused thereby is greater than FIVE HUNDRED THOUSAND DOLLARS ($500,000), then Purchaser may, at its option to be bound to exercised within fifteen (15) days of Seller's notice of the occurrence of the damage or destruction or the commencement of the condemnation proceedings, either terminate this Agreement or consummate-the purchase the Properties for the full Purchase Price consideration as required by the terms hereof. If Purchaser elects to terminate this Agreement or fails to give Seller notice within such fifteen (15) days period that Purchaser will proceed with the purchase, without regard then this Agreement shall terminate at the end of such fifteen (15) day period and the Deposit shall be returned to Purchaser less cost and expenses, including legal fees incurred in collection of the proceeds and neither party shall have any further rights or obligations hereunder. If (a) a portion of the Premises is condemned or destroyed or damaged by fire or other casualty prior to the occurrence Closing and the cost to repair or effect of restore any loss or damage caused thereby is equal to or less than FIVE HUNDRED THOUSAND DOLLARS ($500,000); or (b) Purchaser elects within the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Propertyaforesaid fifteen (15) day period to proceed with the purchase, provided that then this Agreement shall not terminate and upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any net insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retentiondeductible, less any sums reasonably expended by Seller prior to the Closing for toward the restoration or repair of any Property. Seller has provided Buyer with the premises (but in no event shall the mount of such credit exceed the Purchase Price); provided, however, in the event the insurance or condemnation proceeds are less than the actual amount necessary to replace such damage, Purchase shall receive a certificate credit against the Purchase Price on the Closing in the amount of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closingdifference. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to BuyerPurchaser, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration collect such proceeds or repair of such Property. Notwithstanding or restore the foregoingPremises, (i) Seller and Purchase shall not settle, compromise or otherwise stipulate receive any award or recovery in (a) If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected with respect to such proceeds or awards; provided, all as set forth in this Section 7.7 abovethat if the amount of proceeds or awards subsequently received by Purchaser exceeds the Purchase Price, then Purchaser shall pay to Seller any such excess within ten(10) days after Purchaser's receipt of such proceeds or awards. The provisions of this Section 7.7 19 shall survive the Closing.

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Property. Seller has provided Buyer with a certificate of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration or repair of such Property. Notwithstanding the foregoing, (i) Seller shall not settle, compromise or otherwise stipulate any award or recovery inin connection with any damage, destruction or condemnation, in each case if such damage, destruction or condemnation impairs the value of a Property by at least $250,000 and occurs after the expiration of the Due Diligence Period, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, (ii) following the expiration of the Due Diligence Period, Buyer shall have the right to participate in any such settlement or other proceedings, and (iii) if the amount of the damage or destruction as described in this Section 7.7 exceeds ten percent (10%) of the Allocated Purchase Price for a Property, then Buyer may, at its option to be exercised within five (5) Business Days of Seller's written notice of the occurrence of the damage or destruction, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement, then the Deposit shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder except to the extent set forth in Sections 4.6(a), 6.1, 9.4 and 9.10 (a) If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closing.

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Property. Seller has provided Buyer with a certificate of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration or repair of such Property. Notwithstanding the foregoing, (i) Seller shall not settle, compromise or otherwise stipulate any award or recovery inin connection with any damage, destruction or condemnation, in each case if such damage, destruction or condemnation impairs the value of a Property by at least $250,000, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, (ii) Buyer shall have the right to participate in any such settlement or other proceedings, and (iii) if the amount of the damage or destruction as described in this Section 7.7 exceeds ten percent (10%) of the Purchase Price, then Buyer may, at its option to be exercised within five (5) Business Days of Seller's written notice of the occurrence of the damage or destruction, either (a) If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closing.

Risk of Loss and Insurance Proceeds. Buyer Seller shall give Purchaser notice of the occurrence of damage or destruction of, or the commencement of condemnati on proceedings affecting any portion of the Premises. In the event that all or any material portion of the Premises is condemned, or destroyed or damaged by fire or other casualty prior to the Closing and the cost to repair or restore any loss or damage caused thereby is greater than FIVE HUNDRED THOUSAND DOLLARS ($500,000), then Purchaser may, at its option to be bound to exercised within fifteen (15) days of Seller's notice of the occurrence of the damage or destruction or the commencement of the condemnation proceedings, either terminate this Agreement or consummate the purchase the Properties for the full Purchase Price consideration as required by the terms hereof. If Purchaser elects to terminate this Agreement or fails to give Seller notice within such fifteen (15) day period that Purchaser will proceed with the purchase, without regard then this Agreement shall terminate at the end of such fifteen (15) day period and the Deposit shall be returned to Purchaser and neither party shall any have further rights or obligations hereunder. If (a) a portion of the Premises is condemned or destroyed or damaged by fire or other casualty prior to the occurrence Closing and the cost to repair or effect of restore any loss or damage caused thereby is equal to or less than FIVE HUNDRED THOUSAND DOLLARS ($500,000); or (b) Purchaser elects within the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Propertyaforesaid fifteen (15) day period to proceed with the purchase, provided that then this Agreement shall not terminate and upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retentiondeductible, less any sums reasonably expended by Seller prior to the Closing for toward the restoration or repair of any Property. Seller has provided Buyer with the Premises (but in no event shall the amount of such credit exceed the Purchase Price); provided, however, in the event the insurance or condemnation proceeds are less dm the actual amount necessary to replace such damage, Purchaser shall receive a certificate credit against the Purchase Price on the Closing in the amount of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closingdifference. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to BuyerPurchaser, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration collect such proceeds or repair of such Property. Notwithstanding or restore the foregoingPremises, (i) Seller and Purchaser shall not settle, compromise or otherwise stipulate receive any award or recovery in (a) If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected with respect to such proceeds or awards; provided, all as set forth in this Section 7.7 abovethat if the amount of proceeds or awards subsequently received by Purchaser exceeds the Purchase Price, then Purchaser shall pay to Seller any such excess within ten (10) days after Purchaser's receipt of such proceeds or awards. The provisions of this Section 7.7 20 shall survive the Closing.

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties Property or destruction of any improvements thereon or condemnation of any portion of any the Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any the Property. Seller has provided Buyer with a certificate of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration or repair of such the Property. Notwithstanding the foregoing, (i) Seller shall not settle, compromise or otherwise stipulate any award or recovery inin connection with any damage, destruction or condemnation, in each case if such damage, destruction or condemnation impairs the value of the Property by at least $250,000 without the prior written approval of Buyer, which approval shall not be unreasonably withheld, (ii) Buyer shall have the right to participate in any such settlement or other proceedings, and (iii) if the amount of the damage or destruction as described in this Section 7.7 exceeds ten percent (10%) of the Purchase Price, then Buyer may, at its option to be exercised within five (5) (a) If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closing.

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by the applicable Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by such Seller prior to the Closing for the restoration or repair of any PropertyProperty or in collecting such insurance proceeds or condemnation awards. Seller has Sellers have provided Buyer with a certificate of insurance for Seller's Sellers' casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller Sellers agree that it they will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse the applicable Seller for sums it reasonably expended prior to the Closing for the restoration or repair of such PropertyProperty or in collecting such insurance proceeds or condemnation awards. Notwithstanding the foregoing, if any of the Properties shall be damaged or destroyed by a casualty or shall be condemned, to the extent that the cost of repair or restoration to substantially their condition prior to such casualty (ior, in the case of a condemnation, the value of the Property (or portion thereof) so condemned) would exceed an amount equal to 50% of the allocated Purchase Price of such Property (as set forth on Exhibit A), then the applicable Seller shall give the Buyer prompt notice thereof and the Buyer may, at its option to be exercised by notice to such Seller within five (5) Business Days of Seller's notice to the Buyer of the occurrence of such casualty or condemnation, elect not settle, compromise or otherwise stipulate any award or recovery in (a) to purchase such Property under this Agreement. If Buyer so elects not to proceed with purchase a Property pursuant to this Section 7.7 and the purchaseBuyer is not then in default under this Agreement, then upon the Closing, Buyer shall be entitled to a credit against reduce the Purchase Price and shall receive an assignment by the amount of any uncollected proceeds or awards, all as the Allocated Purchase Price set forth in next to such Property on Exhibit A and neither party shall have any further rights or obligations under this Agreement with respect to such Property, other than those expressly stated to survive the termination of this Agreement. Any dispute as to the costs of such repair or restoration or value of a condemned portion of a Property shall be referred to a licensed architect jointly selected by the Buyer and the applicable Seller for resolution, and the determination of such architect, which shall be made within a period of twenty (20) days after such submittal by the parties, shall be final, conclusive and binding on the parties. If the parties shall fail to agree upon the identity of such architect within ten (10) days after either party has notified the other of its choice of architect, then either party may at any time thereafter apply to a court of competent jurisdiction to appoint immediately such architect. The fees and expenses of such architect shall be paid equally by the Buyer and the applicable Seller, and the parties shall cooperate with such architect by providing such information as such architect may reasonably require to resolve the dispute. If the Buyer does not elect, pursuant to this Section 7.7 7.7, not to purchase a Property that suffers a casualty loss or is condemned or to terminate this Agreement as described above. The provisions , the Buyer shall be obligated to consummate the purchase of this Section 7.7 shall survive such Property for the Closingfull Purchase Price as required by the terms hereof.

Risk of Loss and Insurance Proceeds. Buyer shall be bound to purchase the Properties for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any damage to the related Real Properties or destruction of any improvements thereon or condemnation of any portion of any Property, provided that upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible or any uninsured amount or retention, less any sums reasonably expended by Seller prior to the Closing for the restoration or repair of any Property. Seller has provided Buyer with a certificate of insurance for Seller's casualty insurance policy so that Buyer can confirm its satisfaction with such policy. Seller agree that it will maintain such policy in full force and effect until the Closing. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it reasonably expended prior to the Closing for the restoration or repair of such Property. Notwithstanding the foregoing, (i) Seller shall not settle, compromise or otherwise stipulate any award or recovery in in connection with any damage, destruction or condemnation, in each case if such damage, destruction or condemnation impairs the value of a Property by at least $250,000 without the prior written approval of Buyer, which approval shall not be unreasonably withheld, (aii) Buyer shall have the right to participate in any such settlement or other proceedings, and (iii) if the amount of the damage or destruction as described in this Section 7.7 exceeds ten percent (10%) of the Purchase Price, then Buyer may, at its option to be exercised within five (5) Business Days of Seller's written notice of the occurrence of the damage or destruction, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement, then the Deposit shall be immediately returned to Buyer and neither party shall have any further rights or obligations hereunder except to the extent set forth in Sections 4.6(a), 6.1, 9.4 and 9.10(a). If Buyer elects to proceed with the purchase, then upon the Closing, Buyer shall be entitled to a credit against the Purchase Price and shall receive an assignment of any uncollected proceeds or awards, all as set forth in this Section 7.7 above. The provisions of this Section 7.7 shall survive the Closing.