Damage Events Clause Samples

Damage Events. If, prior to the Closing, the Property is damaged by fire or other casualty or any operational component of the Property (such as, by way of example only, an operational component would include respective constituent parts of the elevator system, the heating, air-conditioning and ventilating system or the roof) fails for any reason, including wear and tear or age (collectively, a “Damage Event”) then Purchaser will have the following rights with respect to each such Damage Event: (a) $2,500,000 and Above. If the cost of repairing and/or replacing the portion of the Property affected by such Damage Event will be $2,500,000.00 or more (as determined by an architect or general contractor mutually acceptable to Purchaser and Seller), then Purchaser will have the right, upon notice in writing to Seller delivered within ten (10) days after Seller gives Purchaser written notice of such Damage Event, to: (i) receive a credit at Closing in an amount equal to any and all insurance policy deductibles applicable to Seller in connection with such Damage Event, and receive an assignment of Owner’s and Tenant’s rights to insurance proceeds, if any (and Seller will cooperate with Purchaser to ascertain within the ten (10) day period described above whether and to what extent such insurance will apply to the Damage Event); provided, however, that if Purchaser receives insurance proceeds in excess of the amount necessary to repair or replace such portion of the Property affected by the Damage Event (taking into account the credit received at the Closing), Purchaser will refund any such excess insurance proceeds to Owner; or (ii) terminate this Agreement. (b) Under $2,500,000. If the cost of repairing and/or replacing the portion of the Property affected by such Damage Event will be less than $2,500,000.00 (as determined by an architect or general contractor mutually acceptable to Purchaser and Seller), then the following will apply: (i) if as a result of the Damage Event, the Property cannot be or is not operated in accordance with historical standards (such as, for example, the Property is not open to the public or access to the Property (whether for pedestrians or vehicles) is materially impaired, then Seller shall repair and/or replace the portion of the Property affected by such Damage Event and the Closing will be delayed until the fifth (5th) Business Day following date that the Property is again operated in accordance with historical standards; provided, however, tha...