Common use of Significant Casualty Clause in Contracts

Significant Casualty. If, prior to or on the Closing Date, all or any portion of the Real Properties and the Improvements is destroyed or damaged by fire or other casualty, Sellers will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties and any of the Improvements is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, to terminate this Agreement upon notice to Sellers given not later than fifteen (15) days after receipt of Sellers’ notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 and thereafter neither Sellers nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers will not be obligated to repair such damage or destruction, but (a) the applicable Seller(s) will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) for loss of rental or other income from the Property attributable to periods prior to the Closing), and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller(s) to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Property, other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon by Purchaser and Sellers, all parties agreeing to act reasonably.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of the Real Properties Land and the Improvements is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to significant portion of any of the Real Properties and any of the Improvements School is so destroyed or damaged, damaged so as to make operation of a School impractical (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty“Significant Portion”), to terminate this Agreement with respect to such affected School upon notice to Sellers Seller given not later than fifteen ten (1510) days after receipt of Sellers’ Seller’s notice. If this Agreement is terminatedterminated with respect to an affected School, the Xxxxxxx Money Deposit will not be returned to Purchaser upon Purchaser’s compliance and the parties will proceed to Closing with Section 4.6 the remaining Schools, and thereafter neither Sellers nor Purchaser the Purchase Price will have any further rights or obligations to be reduced by the other hereunder except with respect to Allocated Percentage of the Termination Surviving Obligationsaffected School. If Purchaser does not elect to terminate this AgreementAgreement with respect to the affected School, Sellers Seller will not be obligated to repair such damage or destruction, destruction but (a) Purchaser shall have the applicable Seller(sright to act jointly with Seller to adjust the insurance proceeds related to the same, (b) Seller will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) Seller for loss of rental or other income from the Property attributable to periods prior to the Closing), and (bc) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts reasonably and actually expended by the applicable Seller(s) Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Propertyaffected School, other than repairs which are and (d) Purchaser shall deliver all insurance proceeds to Seller and Seller will rebuild the responsibility Property in accordance with the applicable provisions of Tenants under Tenant Leases as mutually agreed upon by Purchaser and Sellers, all parties agreeing to act reasonablythe Execution Version of the Lease.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of the Real Properties and the Improvements is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties and any of the Improvements is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, to terminate this Agreement upon notice to Sellers Seller given not later than fifteen (15) days after receipt of Sellers’ Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 and thereafter neither Sellers Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers Seller will not be obligated to repair such damage or destruction, but (a) the applicable Seller(s) Seller will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) Seller for loss of rental or other income from the Property attributable to periods prior to the Closing), and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller(s) Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Property, other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon by Purchaser and SellersSeller, all both parties agreeing to act reasonably.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of the Real Properties and the Improvements Property is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties and any of the Improvements Property is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, to terminate this Agreement in its entirety upon notice to Sellers Seller given not later than fifteen ten (1510) days Business Days after receipt of Sellers’ Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 and thereafter neither Sellers Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers Seller will not be obligated to repair such damage or destruction, but (a) the applicable Seller(s) Seller will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) Seller for loss of rental or other income from the Property attributable to periods prior to the Closing), and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller(s) Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Property, Property (other than repairs which are the responsibility of Tenants under Tenant Leases Leases) as mutually agreed upon reasonably estimated by Purchaser and Sellers, all parties agreeing to act reasonablySeller.

Significant Casualty. If, prior to or on the Closing Date, all or any portion a Significant Portion of the Real Properties Property and the Improvements is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties and any of the Improvements is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, option to terminate this Agreement upon notice to Sellers Seller given not later than fifteen the earlier to occur of (15x) the Closing Date or (y) ten (10) days after receipt of Sellers’ Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 4.5 and thereafter neither Sellers Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers Seller will not be obligated to repair such damage or destruction, destruction but (a) as to the applicable Seller(s) Real Property and/or Improvements, Seller will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs paid to Seller (or, if such proceeds have not been awarded, any and all of its Seller’s right, title and interest therein) payable ), net of reasonable collection costs and any costs incurred by Seller to restore the Property, with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) for loss of rental or other income from the Property attributable to periods prior to the Closing)casualty, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that that, as to the Real Property and/or Improvements Purchaser will receive a credit against cash due at Closing for the lesser of (i) any insurance deductible amount to repair any uninsured portion or (ii) the cost of the casualty plus the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller(s) to collect any such insurance proceeds or to make such repairs or to remedy which have not been made by Seller, if any unsafe conditions at the Property, (other than repairs which are the responsibility of Tenants under Tenant Leases Leases) as mutually agreed reasonably estimated by Seller. Notwithstanding the foregoing, if (A) the insurance proceeds to be assigned to Purchaser as provided in this Section 9.1 plus the credit in the immediately preceding sentence are less than (B) the amount required to restore the Improvements (excluding repairs which are the responsibility of Tenants under Tenant Leases) to the condition which existed prior to the casualty, as reasonably estimated by Seller (“Uninsured Significant Casualty”), Seller may, but is not obligated to, provide a credit to Purchaser at Closing equal to the amount of such Uninsured Significant Casualty. If Seller agrees to provide such credit at Closing in a written notice to Purchaser given prior to the Closing Date, the parties will proceed to Closing pursuant to the terms hereof. If Seller does not agree to provide such credit at Closing, Purchaser will have the option to terminate this Agreement upon by notice to Seller given not later than the earlier to occur of (x) the Closing Date or (y) ten (10) days after receipt of Seller’s notice, failing which Purchaser shall be obligated to close without any credit for the Uninsured Significant Casualty. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.5 and Sellers, all parties agreeing thereafter neither Seller nor Purchaser will have any further rights or obligations to act reasonablythe other hereunder except with respect to the Termination Surviving Obligations.

Significant Casualty. Subject to the provisions of this Article IX, Seller shall bear the risk of loss to the Property through Closing. If, prior to or on the Closing Date, all or any portion of the Real Properties and Property or the Improvements therein is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty, together with Seller’s good faith estimate of the monetary damage or loss incurred as a result of such event. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties and any of the Improvements Property is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, to terminate this Agreement upon notice to Sellers Seller given not later than fifteen twenty (1520) days after the date of receipt of Sellers’ Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 and thereafter neither Sellers Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers Seller will not be obligated to repair such damage or destruction, but (a) the applicable Seller(s) Seller will assign and turn over to Purchaser at Closing all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its Seller’s right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) Seller for loss of rental or other income from the Property attributable to periods prior to the Closing), and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller(s) Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Property, other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon reasonably estimated by Purchaser and Sellers, all parties agreeing to act reasonablySeller.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of the Real Properties Property and the Improvements is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties Property and any of the Improvements is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, to terminate this Agreement upon notice to Sellers Seller given not later than fifteen ten (1510) days after receipt of Sellers’ Seller’s notice. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 and thereafter neither Sellers Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers Seller will not be obligated to repair such damage or destruction, but (a) the applicable Seller(s) Seller will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) Seller for loss of rental or other income from the Property attributable to periods prior to the Closing), and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller(s) Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Property, other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon by Purchaser and Sellers, all parties agreeing to act reasonablyLeases.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of the Real Properties Property and the Improvements is destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser of such casualty. Purchaser will have the option, in the event that (i) all or any Significant Portion to any of the Real Properties and any of the Property or Improvements is so destroyed or damaged, (ii) any Major Tenant is permitted to terminate its Tenant Lease as a result of such casualty, or (iii) any portion of the Real Property and/or Improvements fails to comply with applicable zoning laws, rules and regulations as a result of such casualty, which non-compliance is not susceptible to being fully cured by the restoration of the affected Real Property and/or Improvements to the condition of same as existed immediately prior to the occurrence of the casualty, to terminate this Agreement upon notice to Sellers Seller given not later than fifteen ten (1510) days after receipt of Sellers’ Seller’s notice, unless, as to a casualty affecting a Significant Portion described in clause (i)(y) of the definition of Significant Portion, Seller elects in its sole discretion to credit against the Purchase Price any such excess amount so as to eliminate the shortfall described. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 and thereafter neither Sellers Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Sellers Seller will not be obligated to repair such damage or destruction, but (a) the applicable Seller(s) Seller will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate the applicable Seller(s) Seller for loss of rental or other income from the Property attributable to periods prior to the Closing), and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount to repair any uninsured portion of the casualty plus the amount of the deductible on such insurance policy less any amounts reasonably expended by the applicable Seller(s) Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the Property, other than repairs which are the responsibility of Tenants Tenant under the Tenant Leases as mutually agreed upon by Purchaser and Sellers, all parties agreeing to act reasonablyLease.