Common use of Significant Casualty Clause in Contracts

Significant Casualty. If, prior to the Closing Date, all or any portion of a Property and the Improvements thereon is destroyed or damaged by fire or other casualty, Sellers will notify Purchaser of such casualty. Purchaser will have the option, in the event all or any Significant Portion of a Property is so destroyed or damaged, to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion).

Significant Casualty. If, prior to the Closing Date, all or any portion of a Property and the Improvements thereon therein is destroyed or damaged by fire or other casualty, Sellers Seller will notify Purchaser of such casualty. Purchaser will have the option, in the event all or any Significant Portion of a Property is so destroyed or damaged, to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten (10) Business Days days after receipt of Sellers’ notice. In addition, a Seller’s notice which includes a determination by a qualified third party selected by Seller and reasonably approved by Purchaser will have as to whether the option, casualty in the event of an uninsured or underinsured (other than by reason question affects a Significant Portion of the applicable deductible to be credited against Property and the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and basis for such credit shall be applied to the Purchase Price at Closingdetermination. 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 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 such Seller for loss of rental or other income from the applicable affiliated Property solely to the extent attributable to periods prior to the Closing), which obligation shall survive 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 of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)repairs.

Significant Casualty. If, prior to the Closing Date, all or any portion of a the Property and the Improvements thereon is destroyed or damaged by fire or other casualty, Sellers Seller will notify Purchaser of such casualty. Purchaser will have the option, in In the event all or any Significant Portion of a the Property is so destroyed or damaged, Purchaser will have the option at its sole and exclusive discretion to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) its entirety upon notice to Sellers Seller given not later than ten (10) Business Days after receipt of Sellers’ Seller’s notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement Property (other than repairs which are the responsibility of Tenant under the Lease) as mutually agreed by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim Seller and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion).

Significant Casualty. If, prior to the Closing Date, all or any portion of a the Real Property and the Improvements thereon 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 all or any Significant Portion of a the Real Property and the Improvements is so destroyed or damaged, damaged to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten fifteen (1015) Business Days days after receipt of Sellers’ Seller’s notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement , other than repairs which are the responsibility of Tenants under Tenant Leases as reasonably estimated by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)Seller.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of a the Real Property and the Improvements thereon 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 of a the Real Property and 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 -30- 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 (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten fifteen (1015) Business Days days after receipt of Sellers’ Seller’s notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If , other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon by Purchaser does not elect and Seller, all parties agreeing to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)act reasonably.

Significant Casualty. If, prior to the Closing Date, all or any portion a Significant Portion of a the Real Property and the Improvements thereon is are destroyed or damaged by fire or other casualty, Sellers Seller will promptly notify Purchaser in writing of such casualty. casualty and Purchaser will have the option, option to elect within five (5) Business Days following written notice from Seller (and the Closing Date shall be extended if necessary to afford Purchaser the benefit of such five (5) Business Day Period) of such casualty either: (a) to proceed with this transaction and Closing in the event all or any Significant Portion of a Property is so destroyed or damaged, to terminate accordance with this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Propertynotwithstanding such damage or destruction, in which event Seller will have no obligation to repair such damage or destruction, and the Closing shall occur as otherwise provided in this Agreement; in such case, Seller shall assign to Purchaser upon the Purchase Price shall be modified Closing all insurance proceeds paid or payable to be the portion Seller in connection with such occurrences, other than proceeds expended prior to Closing in restoration and repair undertaken by Seller in its reasonable discretion and any proceeds of the Purchase Price allocated only business interruption or rent continuation insurance applicable to the Property as period prior to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice. In additionClosing, and Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser receive a credit against the Purchase Price equal to the cost amount of repairing any deductible under Seller’s insurance applicable to such occurrences to the uninsured casualty or the underinsured portion extent Purchaser is not entitled to reimbursement of the cost same pursuant to the Leases; or (b) to terminate this Agreement. Purchaser’s failure to deliver either of repairing the underinsured casualty, as applicable, in which case, such notices to Seller and Title Company within such five (5) Business Days following Seller’s written notice to Purchaser of such casualty shall constitute Purchaser’s election to terminate this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to under clause (b) of the Purchase Price at Closingpreceding sentence. If this Agreement is terminatedterminated under clause (b) above, the Xxxxxxx Money Deposit and all interest accrued thereon 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 for obligations under this Agreement which expressly survive the Termination Surviving Obligations. If Purchaser does not elect to terminate termination of this Agreement, Sellers will not be obligated to repair such damage or destruction, but (a) the applicable 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion).

Significant Casualty. If, prior to the Closing Date, all or any portion of a the Property and the Improvements thereon is destroyed or damaged (which for purposes of this Article IX shall include damage by fire or other casualtycasualty and the occurrence of any human error or other circumstance which would allow a Tenant(s) of the Property to terminate its Tenant Lease(s) or which would allow a Tenant(s) of the Property an abatement, Sellers or credit against rent, or other amounts payable under its Tenant Lease(s)), Seller will notify Purchaser of such casualtydamage within two (2) Business Days of the occurrence of the same, which notice shall identify (i) whether the subject damage is to a Significant Portion of the Property, (ii) if so, the reason such damage is to a Significant Portion of the Property, (iii) the uninsured or underinsured amount of the abatement of, or credit against, rent and other amounts payable under Tenant Lease(s) to which Tenant(s) are entitled, and (iv) the uninsured or underinsured amount of costs to repair the subject damage. Purchaser will have the option, in the event all or any Significant Portion of a the Property is so destroyed or damaged, damaged to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten (10) Business Days after receipt of Sellers’ noticeSeller’s notice described above. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide provided below) fire or other casualty damage to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten (10) Business Days after receipt of Sellers’ noticeSeller’s notice described above; provided, Sellers Seller may elect within ten (10) Business Days after receipt of Purchaser’s notice described in the preceding sentence to elect to provide Purchaser a credit against the Purchase Price equal to the sum of (i) the cost of repairing the uninsured casualty damage or the underinsured portion of the cost of repairing the underinsured casualtydamage, as applicable, and (ii) all rental abatement and/or credits to which Tenants may be entitled under their Tenant Leases in connection with the subject damage, as mutually agreed upon by Purchaser and Seller, to the extent not payable to Purchaser pursuant to Seller’s insurance proceeds assigned to Purchaser at Closing, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. Notwithstanding the foregoing, Seller shall not have the right described in the proviso of the preceding sentence if (x) such uninsured or underinsured amount is greater than or equal to the cost to repair the subject damage amount set forth in clause (B)(i) of the definition of Significant Portion or (y) such uninsured or underinsured damage would allow a Tenant(s) of the Property paying six hundred thousand dollars ($600,000) or more in gross rent per year, in the aggregate, to terminate its Tenant Lease(s) or (z) such uninsured or underinsured amount of rent abatements and other credits against rent to which Tenant(s) are entitled is greater than or equal to the amount set forth in clause (A)(ii) of the definition of Significant Portion. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.6 within three (3) Business Days 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 this Agreement is not elect to terminate this Agreementterminated by Purchaser, Sellers Seller will not be obligated to repair such damage or destructiondamage, but (a) the applicable 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 damage (excluding any proceeds of insurance that are payable on account of any business interruption, rental insurance or similar coverage intended to compensate such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing, but including any such proceeds attributable to periods following the Closing), which obligation shall survive 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 sum of (i) the amount of the deductible on such insurance policy less any reasonable amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property, and (ii) the amount of any uninsured cost to repair the subject damage, provided that if such uninsured amount is greater than or equal to the amount set forth in clause (B)(i) of the definition of Significant Portion, Seller shall have the right to terminate this Agreement by delivering notice to Purchaser within three (3) Business Days after Purchaser has elected not to terminate this Agreement in accordance with this Section 9.1, and (iii) all rental abatement and/or credits to which Tenants may be entitled under their Tenant Leases in connection with the subject event, as mutually agreed upon by Purchaser and Seller, to the extent not payable to Purchaser pursuant to Seller’s insurance proceeds assigned to Purchaser at Closing, provided that if the subject event rental abatement and/or credits to which Tenants may be entitled under their Tenant Leases exceeds the amount of Seller’s insurance proceeds for the same by more than the amount set forth in clause (A)(ii) of the definition of Significant Portion, then Seller shall have the right to terminate this Agreement by delivering notice to Purchaser within three (3) Business Days after Purchaser has elected not to terminate this Agreement in accordance with this Section 9.1. If Purchaser does not elect to terminate this Agreement by reason of any casualtydamage, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers Seller shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretiondiscretion following the Contingency Date).

Significant Casualty. If, prior to or on the Closing Date, all or any portion of a Property the Real Properties and the Improvements thereon 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 a Property 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 (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten fifteen (1015) Business Days days after receipt of Sellers’ notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 Seller(s) will assign and turn over to Purchaser all of the insurance proceeds net of reasonable collection costs (or, if -33- 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 such Seller the applicable Seller(s) for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 Seller(s) to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If , other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon by Purchaser does not elect and Sellers, all parties agreeing to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)act reasonably.

Significant Casualty. If, prior to the Closing Date, all or any portion of a the Real Property and the Improvements thereon is destroyed or damaged by fire or other casualty, Sellers Seller will notify Purchaser of such casualty. Purchaser will have the option, in the event all or any Significant Portion of a the Real Property and the Improvements is so destroyed or damaged, to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten (10) Business Days days after receipt of Sellers’ Seller’s notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement , other than repairs which are the responsibility of Tenants under Tenant Leases as reasonably estimated by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)Seller.

Significant Casualty. If, prior to or on the Closing Date, all or any portion of a the Real Property and the Improvements thereon 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 of a the Real Property and 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 (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten fifteen (1015) Business Days days after receipt of Sellers’ Seller’s notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If , other than repairs which are the responsibility of Tenants under Tenant Leases as mutually agreed upon by Purchaser does not elect and Seller, all parties agreeing to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)act reasonably.

Significant Casualty. If, prior to the Closing Date, all or any portion of a the Property and the Improvements thereon is destroyed or damaged by fire or other casualty, Sellers Seller will notify Purchaser of such casualty. Purchaser will have the option, in the event all or any Significant Portion of a the Property is so destroyed or damaged, to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) its entirety upon notice to Sellers Seller given not later than ten (10) Business Days after receipt of Sellers’ Seller’s notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. 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 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive the Closing, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Non-Contingent Purchase Price, except that Purchaser will receive a credit against cash due at Closing for the amount of the deductible on such insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement Property (other than repairs which are the responsibility of Tenants under Tenant Leases) as reasonably estimated by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)Seller.

Significant Casualty. Subject to the provisions of this Article IX, Seller shall bear the risk of all loss, destruction or damage to the Real Property and Improvements from any and all causes up to the Closing. If, prior to the Closing Date, all or any portion of a the Real Property and the Improvements thereon 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 If all or any a Significant Portion of a the Real Property is so destroyed or and Improvements shall have been damaged, to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers given not later than ten (10) Business Days after receipt of Sellers’ notice. In addition, Purchaser will have the option, in the event of an uninsured or underinsured (other than by reason of the applicable deductible to be credited against the Purchase Price, as provide below) fire or other casualty option to terminate this Agreement (or, if the same affects only one of the Properties, terminating this Agreement solely as it relates to the affected Property, in which case, the Purchase Price shall be modified to be the portion of the Purchase Price allocated only to the Property as to which this Agreement has not been terminated) upon notice to Sellers Seller given not later than ten fifteen (1015) Business Days days after receipt of Sellers’ Seller's notice; provided, Sellers may elect within ten (10) Business Days after receipt of Purchaser’s notice to elect to provide Purchaser a credit against the Purchase Price equal to the cost of repairing the uninsured casualty or the underinsured portion of the cost of repairing the underinsured casualty, as applicable, in which case, this Agreement shall not DAL02:624104.4 LEGAL_US_W # 74790953.14 32 terminate, and such credit shall be applied to the Purchase Price at Closing. If this Agreement is terminated, the Xxxxxxx Money Deposit will be returned to Purchaser, Purchaser upon shall return the Purchaser’s compliance with Section 4.6 's Information to Seller, 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) the applicable 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, pursuant to an assignment agreement reasonably acceptable to Purchaser) 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 such Seller for loss of rental or other income from the applicable Property attributable to periods prior to the Closing), which obligation shall survive 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 of the any insurance deductible on such or co-pay amount. Purchaser's reasonable consent shall be required prior to Seller settling any loss with its insurance policy less any amounts expended by the applicable Seller to collect any such insurance proceeds or to make such repairs or to remedy any unsafe conditions at the applicable Property. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and Sellers shall not compromise, settle or adjust any such claim without Purchaser’s prior written consent (which consent may be withheld in Purchaser’s sole and absolute discretion)carrier.