Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If at any of the Improvements shall be destroyed --------------------- or damaged time prior to the Closing, and Closing Date all or any material portion of the estimated cost of repair Property is destroyed or replacement exceeds $100,000.00 or if the Lease shall terminate damaged as a result of fire or any other casualty and the cost of restoring such damagedamage exceeds or is reasonably anticipated to exceed Five Hundred Thousand Dollars ($500,000.00), Purchaser maythen, at the option of Purchaser, exercised by giving Seller written notice given to Seller within twenty (20) days after receipt of written notice from Seller Purchaser’s discovery or notification of such damage or destructionthe casualty event, elect to Purchaser may terminate this Agreement, in which event and upon such termination Purchaser shall receive a return of the Xxxxxxx Money Deposit and this Agreement shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of canceled with no further force or effectliability of any party to any other, except under such provisions which shall expressly survive a termination of this Agreement. Seller shall give Purchaser prompt written notice of any casualty. If Purchaser does shall not elect so to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because within the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummatedapplicable notice period, Purchaser shall will be deemed to have elected to proceed to Closing and, as such, will be entitled to receive all insurance proceeds paid or of any such casualty (plus an amount, payable by the Seller to Seller by reason of such destruction or damage under Purchaser at Closing, equal to any deductible(s) in the insurance required to be maintained by policies), and in that event the Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute will take at Closing all proofs action necessary to assign their interest in any such proceeds to Purchaser. The parties understand and agree that Seller shall bear the “risk of loss” with respect to the Property up to and through the Closing. Upon Closing and delivery of the Deed to Purchaser, assignments the “risk of claim, and other similar instruments loss” shall shift from Seller to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsPurchaser.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and if either the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($100,000.00 250,000.00) or if the Lease shall terminate as a result damage results in the termination of such damageone or more of the Leases, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect, except for those obligations that expressly survive the termination hereof. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and has not resulted in the Lease remains in full force and effecttermination of one or more of the Leases), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d9(a) hereof (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser's prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid by Seller to Purchaser at Closing, together with the lesser of (i) that amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement, or (ii) the amount of the deductible under Seller's all-risk property damage insurance policy]. In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance for the period of time commencing on the date of Closing. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure in order that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($100,000.00 250,000.00) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 250,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty fifteen (2015) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 400,000.00 or if the JVC Lease shall terminate be, or may become due to such event, terminable as a result of such damage, Purchaser may, by written notice given to Seller within twenty fifteen (2015) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 400,000.00 and the JVC Lease remains in full force and effectwill not be terminable), and the sale shall proceed as if no casualty has occurred and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of ClosingClosing Date, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If prior to Closing any material portion of the Improvements Property is damaged or destroyed by fire or other casualty, Seller shall be destroyed --------------------- or damaged prior immediately give notice thereof to Purchaser together with a good faith estimate of the Closing, and the estimated cost costs of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damagecasualty. If any material portion of the Property is damaged or destroyed by such casualty or such casualty shall be to any structural elements of the improvements on the Property, Purchaser may, by written notice given at its option (to Seller be exercised within twenty thirty (2030) days after receipt of written notice from Seller of such damage or destruction, elect to Seller's notice) may either (a) terminate this Agreement, in which event the Xxxxxxx Earnest Money shall immediately be returned by Escrow Agent to Purchaser and except as neither party heretx xxxxx have any further rights or obligations hereunder other than those which are expressly provided herein to survive the termination hereof, or (b) proceed to Closing, in which event Seller agrees to pay to Purchaser at the Closing all insurance proceeds which Seller has received as a result of the same plus an amount equal to the contraryinsurance deductible, the rights, duties, obligationsif any, and liabilities assign to Purchaser all insurance proceeds payable as a result of all parties hereunder shall immediately terminate and be of no further force the same without Seller replacing or effectrepairing such damage. If Purchaser does such casualty shall not elect be to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale any material portion of the Property is consummatedand shall not be to any structural elements of the improvements on the Property, Purchaser shall be entitled proceed to receive Closing, in which event Seller agrees to pay to Purchaser at the Closing all insurance proceeds paid or payable which Seller has received as a result of the same plus an amount equal to Seller by reason of such destruction or damage under the insurance required deductible, if any, and assign to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss Purchaser all insurance proceeds is not settled by payable as a result of the date same without Seller replacing or repairing such damage. As used in this Section 10, the term "material portion of Closing, Seller the Property" shall execute at Closing all proofs mean damage to the Property that would cost in excess of loss, assignments of claim, Fifty Thousand and other similar instruments no/100s Dollars ($50,000.00) to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsrepair based upon a good faith estimate prepared with respect to such casualty.

Damage or Destruction. If, before the Closing Date, the Real Property is damaged by any casualty, Seller shall immediately notify Buyer of such occurrence. If any of (a) the Improvements shall be destroyed --------------------- or damaged prior cost to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser mayas reasonably determined by Seller, is more than Twelve Million and No/Dollars ($12,000,000.00) (“Damage Threshold”), (b) such damage is uninsured or underinsured and is an amount in excess of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) or (c) any Major Occupant has a right to terminate its Lease or xxxxx rent due to damage above the Damage Threshold, then Buyer shall have the right, by written giving notice given to Seller within twenty one (201) days business day after receipt Seller notifies Buyer of written notice from Seller of such damage or destructionthe damage, elect to terminate this Agreement, in which event such termination shall have the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except same effect as expressly provided herein a termination pursuant to the contrarylast sentence of Section 3.1.2.3. If, before the Closing Date, the rights, duties, obligations, Property is damaged by a casualty and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or either (y) Buyer has no the right to terminate this Agreement (because the damage or destruction but does not exceed $100,000.00 and exercise such right or (z) the Lease remains cost to repair such damage, as reasonably determined by Seller, is equal to or less than the Damage Threshold, then this Agreement shall remain in full force and effect)effect and, and the sale of the Property at Closing, Seller shall assign to Buyer any insurance proceeds Seller receives or is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the (Buyer to receive a credit at Closing for (i) any insurance required deductible payable with respect to be maintained same unless such deductible is paid by Seller pursuant at or prior to Paragraph 9(dClosing and (ii) hereof any uninsured or underinsured amount in excess of Seller’s property insurance deductible unless such amount is in excess of Two Million Five Hundred Thousand and No/100 Dollars (less amounts of insurance theretofore received and applied by Seller to restoration$2,500,000.00). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, in which case, Seller shall execute at Closing all proofs have the right to terminate this Agreement by giving notice to Buyer within one (1) business day after notifying Buyer of losssuch damage, assignments such termination having the same effect as a termination pursuant to the last sentence of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsSection 3.1.2.3).

Damage or Destruction. If, before the Closing Date, the Real Property is damaged by any casualty, Seller shall immediately notify Buyer of such occurrence. If any of (a) the Improvements shall be destroyed --------------------- or damaged prior cost to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser mayas reasonably determined by Seller, is more than Twelve Million and No/Dollars ($12,000,000.00) (“Damage Threshold”), (b) such damage is uninsured or underinsured and is an amount in excess of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) or (c) any Major Occupant has a right to terminate its Lease or xxxxx rent due to damage above the Damage Threshold, then Buyer shall have the right, by written giving notice given to Seller within twenty one (201) days business day after receipt Seller notifies Buyer of written notice from Seller of such damage or destructionthe damage, elect to terminate this Agreement, in which event such termination shall have the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except same effect as expressly provided herein a termination pursuant to the contrarylast sentence of Section 3.1.2.3. If, before the Closing Date, the rights, duties, obligations, Property is damaged by a casualty and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or either (y) Buyer has no the right to terminate this Agreement (because the damage or destruction but does not exceed $100,000.00 and exercise such right or (z) the Lease remains cost to repair such damage, as reasonably determined by Seller, is equal to or less than the Damage Threshold, then this Agreement shall remain in full force and effect)effect and, and the sale of the Property at Closing, Seller shall assign to Buyer any insurance proceeds Seller receives or is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the (Buyer to receive a credit at Closing for (i) any insurance required deductible payable with respect to be maintained same unless such deductible is paid by Seller pursuant at or prior to Paragraph 9(dClosing and (ii) hereof any uninsured or underinsured amount in excess of Seller's property insurance deductible unless such amount is in excess of Two Million Five Hundred Thousand and No/100 Dollars (less amounts of insurance theretofore received and applied by Seller to restoration$2,500,000.00). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, in which case, Seller shall execute at Closing all proofs have the right to terminate this Agreement by giving notice to Buyer within one (1) business day after notifying Buyer of losssuch damage, assignments such termination having the same effect as a termination pursuant to the last sentence of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsSection 3.1.2.3).

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 125,000.00 or if the any Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 125,000.00 and the Lease remains all Leases remain in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If Seller shall not be liable to Buyer in any of way if there is any damage or destruction (due to fire or other casualty) to the Improvements shall be destroyed --------------------- or damaged Property prior to the Closing. Seller, however, shall elect, by delivering written notice to Xxxxx and the estimated cost of Escrow Agent within thirty (30) days after any such damage or destruction, to: (a) repair said damage or replacement exceeds $100,000.00 destruction, or if the Lease shall terminate (b) assign to Buyer at Closing all insurance proceeds, or rights thereto, payable as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to or (c) terminate this Agreement. If Seller fails to deliver the notice to Xxxxx and Escrow Agent within the 30-day period, Seller shall be deemed to have elected option (c). If Seller elects option (a), then Seller shall exercise reasonable diligence in which event making such repairs and shall restore the Property to an equal or better condition than existed prior to such damage and destruction. If such repair is effected prior to the Closing, Closing shall occur on the terms and conditions provided for herein. If such repair cannot be effected prior to the Closing, the Closing shall be extended, for a period not to exceed one hundred eighty (180) days, to the day after such repairs are completed. If Seller elects option (b), then the parties shall proceed to Closing with no reduction in the Purchase Price. If this Agreement is terminated pursuant to this Section, the Xxxxxxx Money shall immediately be returned by Escrow Agent refunded to Purchaser Buyer and the parties hereto shall have no further obligations to each other under this Agreement, except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate otherwise set forth in this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsAgreement.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage250,000.00, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 1821, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect250,000.00), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration)) plus the amount of any deductible. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00 100,000) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty ten (2010) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 100,000 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration)) and Seller shall pay to Purchaser the amount of any deductible thereunder. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any damage or destruction of any of the Improvements assets of the Companies or the Subsidiaries occurs at any time after the date hereof but prior to Closing (i) Seller does not replace or restore such assets before the Effective Time, and (ii) the Closing occurs, then (1) Seller shall pay any deductibles due under applicable insurance policies and assign, convey and deliver to Purchaser all insurance proceeds received and all of Seller’s right, title and interest to proceeds (including the right to prosecute any claims) receivable by Seller in connection with such damages, destruction or other event (net of any retrospective premium, payback or similar obligations in applicable insurance policies), and (2) Purchaser shall not be destroyed --------------------- entitled to any other compensation, including any payment pursuant to Article IX hereof, with respect to the assets so damaged or damaged destroyed. If any damage or destruction of any of the assets of the Companies or the Subsidiaries occurred at any time prior to the date hereof but Seller has not replaced or restored such assets before the Effective Time and insurance proceeds due with respect to such damage or destruction remain unpaid to the Companies and the Subsidiaries at Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease Closing occurs, then (1) Seller shall terminate as a result of such damagepay any deductibles due under applicable insurance policies and assign, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent convey and deliver to Purchaser all insurance proceeds received and except as expressly provided herein all of Seller’s right, title and interest to proceeds (including the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement prosecute any claims) receivable by Seller in connection with such damages, destruction or other event (because the damage net of any retrospective premium, payback or destruction does not exceed $100,000.00 and the Lease remains similar obligations in full force and effectapplicable insurance policies), and the sale of the Property is consummated, (2) Purchaser shall not be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller any other compensation, including any payment pursuant to Paragraph 9(d) hereof (less amounts Article IX hereof, with respect to the assets so damaged or destroyed. To the extent necessary to accomplish any of insurance theretofore received and applied by the foregoing, Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of shall, at Closing, and thereafter Seller shall shall, as reasonably necessary, execute at Closing and deliver to Purchaser all required proofs of loss, assignments of claim, claims and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsitems.

Damage or Destruction. If In the event of any Material Damage (as defined herein) to or destruction of the Improvements shall be destroyed --------------------- Property or damaged prior to any portion thereof on or before the Closing, and the estimated cost of repair Closing Date or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damageany extension thereof, Purchaser mayshall, at its option, by written notice given to Seller and Escrow Agent given within twenty fifteen (2015) days after receipt of written notice from Seller Purchaser is notified of such damage or destruction, destruction (but in any event before the Closing) (a) elect to terminate this Agreement, Agreement in which event the Xxxxxxx Money Deposit shall be immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein or (b) proceed to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effectClosing under this Agreement. If Purchaser does not elect elects to terminate consummate the transaction contemplated by this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummatedAgreement, Purchaser shall be entitled to receive settle the loss under all policies of insurance proceeds paid or payable applicable to Seller by reason of such the destruction or damage under and receive all of the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts proceeds of insurance theretofore received applicable thereto, and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closingshall, Seller shall execute at Closing and thereafter, execute and deliver to Purchaser all required proofs of loss, assignments of claim, claims and other similar instruments items. If the Property is not Materially Damaged, then neither party shall have the right to ensure that terminate this Agreement, but Seller shall at Seller’s option either (a) at Seller’s cost, repair the damage before Closing in a reasonable manner or (b) assign and deliver to Purchaser all insurance proceeds pertaining to such damage or destruction by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to take an assignment of all insurance claims as provided for herein, Purchaser shall receive all at Closing a credit against the Purchase Price in an amount equal to any deductible(s) applicable thereto. “Materially Damaged” means damage to the Property reasonably exceeding $50,000.00 in costs to repair. Seller agrees to promptly notify Purchaser of Seller's right, title, and interest in and under said insurance proceedsany damage or destruction to any portion of the Property.

Damage or Destruction. If any Prior to the Closing Date, and notwithstanding the pendency of this Agreement, the Improvements entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be destroyed --------------------- or damaged borne and assumed by Seller, except as otherwise provided in this Section. If, prior to the ClosingClosing Date, any part of the Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall immediately notify Buyer, in writing, of such fact. If such damage or destruction is "material", Buyer shall have the option to terminate this Agreement upon written notice to the Seller given not later than ten (10) days after receipt of Seller's notice. For purposes hereof, "material" shall be deemed to be (i) any uninsured damage or destruction to the Property in excess of One Million and No/100 Dollars ($1,000,000.00) or (ii) any insured damage or destruction (A) where the estimated cost of repair or replacement exceeds is estimated to be Two Million and No/100 Dollars ($100,000.00 2,000,000.00) or if the Lease more, or shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within take more than one hundred twenty (20120) days after receipt of written notice from Seller of such damage to repair, in Buyer's good faith judgment, or destruction, elect (B) which would allow any Tenant to terminate its Lease. If Buyer does not exercise this option to terminate this Agreement, in neither party shall have the right to terminate this Agreement and Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable to it with respect to such destruction (which event shall then be repaired or not at Buyer's option and cost), including any rent loss insurance applicable to periods after the Xxxxxxx Money Closing Date, plus the Purchase Price shall immediately be returned reduced by Escrow Agent to Purchaser and except as expressly provided herein an amount equal to the contrary, deductible amount with respect to the rights, duties, obligations, insurance and liabilities the parties shall proceed to consummate the transaction contemplated by this Agreement pursuant to the terms hereof without modification of all parties hereunder shall immediately terminate the terms of this Agreement and be of no further force or effectwithout any reduction in the Purchase Price. If Purchaser Buyer does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under any casualty, Buyer shall have the right to participate in any adjustment of the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If the Premises are damaged or destroyed by fire or any of cause, Lessor shall restore the Premises and Tenant Improvements (except for tenant improvements paid for by Lessee, trade fixtures, and personal property which shall be destroyed --------------------- or damaged restored by Lessee at Lessee's sole expense) as nearly as practicable to their condition immediately prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction. The obligations to restore provided in this paragraph shall be subject to Lessor's termination rights provided below. Any restoration shall be promptly commenced and diligently prosecuted. Lessor shall not be liable for any consequential damages by reason of any such damage or destruction. Notwithstanding any of the foregoing provisions of this section, elect in the event the Premises shall be destroyed or damaged to such an extent that Lessor deems that it is not economically feasible to restore the same, then Lessor may terminate this Agreement, in which event Lease as of the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities date of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and by giving Lessee notice to that effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If Lessor undertakes to restore the amount of said casualty or rent loss insurance proceeds is not settled by Premises as provided above in this section, then commencing with the date of Closingthe damage or destruction and continuing through the period of restoration, Seller the rent for the Premises shall execute at Closing all proofs be abated for such period in the same proportion as the untenantable portion of lossthe Premises bears to the whole thereof, assignments except that there shall be no abatement to the extent that any such damage or destruction is caused by any act or omission of claimLessee, and other similar instruments to ensure that Purchaser shall receive all of Seller's rightits employees, titleagents, and interest in and under said insurance proceeds.invitees, or licensees. See Addendum, Section 8. -----------------------

Damage or Destruction. If any a "material" part (as hereinafter defined) of one or more of the Improvements Properties is damaged or destroyed by fire or other casualty, the applicable Seller or Sellers shall be destroyed --------------------- notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to terminate this Agreement, as to the damaged Property only, upon notice to Sellers given not later than ten (10) business days after receipt of such notice from the applicable Seller or damaged Sellers. If this Agreement is so terminated as to such Property, the provisions of Section 16.4 shall apply. If (a) Purchaser does not elect to so terminate this Agreement, or (b) there is damage to or destruction a portion of a Property, which is not "material", as such term is hereinafter defined, Purchaser shall close title as provided in this Agreement and, at the Closing, the applicable Seller shall, unless and to the extent such Seller has repaired such damage or destruction prior to the Closing, and (A) pay over to Purchaser the estimated cost proceeds of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, any insurance collected by written notice given to Seller within twenty (20) days after receipt of written notice from Seller on account of such damage or destruction, elect to terminate this Agreementplus the amount of the deductible applied in determining Seller's insurance award, less the amount of all out-of-pocket costs incurred by Sellers in which event connection with the Xxxxxxx Money shall immediately be returned by Escrow Agent repair of such damage or destruction, and (B) assign and transfer to Purchaser all right, title and except as expressly provided herein interest of Sellers in and to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall any uncollected insurance proceeds which Sellers may be entitled to receive all insurance proceeds paid or payable to Seller by reason on account of such destruction damage or destruction. A "material" part of any Property shall be deemed to have been damaged or destroyed if (a) the cost of repair or replacement shall be equal to $500,000 or more, as reasonably estimated by an independent engineer selected by Sellers and reasonably approved by Purchaser, or (b) any Tenant under a Lease demising in excess of fifty percent (50%) of the rentable area of such damaged Property shall have irrevocably terminated its Lease on account of such damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsdestruction.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00 100,000) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty ten (2010) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 100,000 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration)) and Seller shall pay to Purchaser the amount of any deductible thereunder. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If Prior to the Close of Escrow, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section. If, prior to the Close of Escrow, any part of the Improvements is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall be destroyed --------------------- immediately notify Buyer, in writing, of such fact. If such damage or damaged prior destruction is “material”, Buyer shall have the option to terminate this Agreement upon written notice to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice Seller given to Seller within twenty not later than ten (2010) business days after receipt of written notice from Seller of such Seller’s notice. For purposes hereof, “material” shall be deemed to be any insured damage or destructiondestruction that shall take more than one hundred eighty (180) days to repair, elect in Buyer’s good faith judgment. If this Agreement is so terminated, the provisions of Section 6 shall govern. If Buyer does not exercise this option to terminate this Agreement, neither party shall have the right to terminate this Agreement and Seller shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable to it with respect to such destruction (which shall then be repaired or not at Buyer’s option and cost), including any rent loss insurance applicable to periods after the Close of Escrow, plus the ELECTRONIC ARTS INC. Purchase Price shall be reduced by an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to consummate the transaction contemplated by this Agreement pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and Purchase Price (except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effectspecifically set forth hereinabove). If Purchaser Buyer does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under any casualty, Buyer shall have the right to participate in any adjustment of the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and if either the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($100,000.00 250,000.00) or if the Lease shall terminate as a result damage is such that the Sublease is terminated or terminable at the option of such damagethe Subtenant (unless the termination option is waived in writing), Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 1819, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effectwould not give rise to a right by Subtenant to terminate its Sublease), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d10(d) hereof (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid by Seller to Purchaser at Closing, together with the lesser of (i) that amount necessary to cover any dif­ference between the amount of such proceeds and the estimated cost of repair or replacement, or (ii) the amount of the deductible under Seller’s all–risk property damage insurance policy. In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance for the period of time commencing on the date of Closing. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure in order that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds Five Hundred Thousand Dollars ($100,000.00 500,000.00) or if the a Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and event, except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 500,000.00 and the Lease remains Leases remain in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00 100,000) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty ten (2010) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the any Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18Paragraph, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 100,000 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration)) and Seller shall pay to Purchaser the amount of any deductible thereunder. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any portion of the Improvements shall be tangible Assets is destroyed --------------------- or damaged by fire or any other cause on or prior to the ClosingClosing Date, and other than use, wear or loss in the estimated cost ordinary course of repair or replacement exceeds $100,000.00 or if the Lease business, Seller shall terminate as a result of such damage, Purchaser may, by give written notice given to Seller Buyer as soon as practicable after, but in any event within twenty ten (2010) calendar days after receipt of written notice from Seller of, discovery of such damage or destruction, elect the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is otherwise entitled to terminate receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within ten (10) calendar days after receipt of Seller's notice or if there are not ten (10) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (i) accepting such Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss without any reduction or increase in the Purchase Price on account of the damage or destruction or the insurance proceeds payable to Buyer; or (ii) excluding such Asset from this Agreement, in which event Seller shall remain entitled to any insurance or other proceeds payable with respect to such loss. In the Xxxxxxx Money event Buyer elects to accept any such damaged or destroyed Asset, the Purchase Price shall immediately be returned reduced by Escrow Agent to Purchaser and except as expressly provided herein an amount equal to the contrarycosts and expenses of restoring the damaged asset to materially the same condition it was in prior to the damage, less the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect insurance proceeds payable to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale Buyer on account of the Property is consummateddamage; or in the case of a destroyed asset, Purchaser shall be entitled an amount equal to receive all the cost of replacing the destroyed asset with a materially similar asset, less the insurance proceeds paid or payable to Seller by reason Buyer on account of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsdestruction.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 250,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged If, prior to the ClosingClosing Date, a "material" part (as hereinafter defined) of the Property is damaged or destroyed by fire or other casualty, Seller shall notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. If this Agreement is so terminated, the provisions of Section 15(d) shall apply. Notwithstanding the foregoing, if a "material" part of the Property is damaged or destroyed and Purchaser elects to terminate this Agreement as provided above, Purchaser's election shall be ineffective if within ten (10) days after Seller's receipt of Purchaser's election notice, Seller shall elect by notice to Purchaser to repair such damage or destruction and shall thereafter complete such repair within 120 days after the estimated cost then scheduled Closing Date at the time of repair Purchaser's election. If Seller makes such election to repair, Seller shall have the right to adjourn the Closing Date one or replacement exceeds $100,000.00 or if more times for up to one hundred twenty (120) days in the Lease aggregate in order to complete such repairs and shall terminate have the right to retain all insurance proceeds which Seller may be entitled to receive as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If (i) Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18Agreement, or has no right (ii) Purchaser elects to terminate this Agreement but such election is ineffective because Seller elects to repair such damage and completes such repair within such 120-day period provided above, or (because the iii) there is damage to or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.an "immaterial" part

Damage or Destruction. If any of the Improvements shall be destroyed or --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00 100,000) or if the any Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty ten (2010) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the any Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18Paragraph, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 100,000 and the Lease remains Leases remain in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration)) and Seller shall pay to Purchaser the amount of any deductible thereunder. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsproceeds other than rent loss proceeds attributable to the period prior to Closing.

Damage or Destruction. If any of the Improvements shall be destroyed or --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($100,000.00 250,000.00) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds, plus the amount of any deductible and Seller shall have no further obligation with respect thereto.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 250,000.00 or if the Lease shall terminate be, or may become, terminable as a result of such damage, Purchaser may, by written notice given to Seller within twenty fifteen (2015) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effectwill not be terminable), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of ClosingClosing Date, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds $100,000.00 400,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty fifteen (2015) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 400,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged If, prior to the Closing, and any part of the estimated Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty (including removal of any of the Property by theft, but excluding damage or destruction arising from Buyer’s Inspections or other activities), Seller shall immediately notify Buyer, in writing, of such fact. If such damage, destruction or casualty is “material”, Buyer shall have the option to terminate this Agreement upon written notice to the Seller given not later than ten (10) business days after receipt of Seller’s notice, in which case, the procedures for termination pursuant to Section 2.3(a)-(g) shall apply. For purposes hereof, “material” shall be deemed to be any damage or destruction to the Property where the cost of repair or replacement exceeds $100,000.00 is estimated to be one percent (1%) of the Purchase Price or if more, and where Seller is unwilling to repair or replace the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destructiondestruction at Seller’s cost (if feasible, elect prior to Closing). If Buyer does not exercise this option to terminate this Agreement, in which event or if the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrarycasualty is not material, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect proceed to terminate consummate the transaction contemplated by this Agreement pursuant to this Paragraph 18, or has no right to terminate the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price, however, upon the Closing, at Buyer’s election, (because the damage or destruction does not exceed $100,000.00 a) Seller shall assign and the Lease remains in full force and effect)turn over, and the sale of the Property is consummated, Purchaser Buyer shall be entitled to receive and keep, all insurance proceeds paid received by Seller with respect to such damage or payable to Seller by reason of such destruction or (b) Buyer may credit against the Purchase Price the cost to restore any casualty damage under to the insurance required Property, as reasonably determined by an unaffiliated consultant reasonably acceptable to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received Buyer and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If a "material" part (as hereinafter defined) of any Property is damaged or destroyed by fire or other casualty, Sellers shall notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the Improvements option to not include such Property in the sale and, in such event, the Purchase Price shall be destroyed --------------------- reduced by the allocated Purchase Price for such Property (as set forth in Section 2.1(e) of this Agreement), the definition of Properties shall not include such Property and neither party shall have any further rights, obligations or damaged liabilities hereunder, except as otherwise set forth herein. If Purchaser elects to waive its aforementioned option or there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of a Property, Purchaser shall close title as provided in this Agreement and, at the Closing, Sellers shall, unless Sellers has repaired such damage or destruction prior to the Closing, and (A) pay over to Purchaser the estimated cost proceeds of any insurance collected by Sellers less the amount of all costs incurred by Sellers in connection with the repair or replacement exceeds $100,000.00 or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent and (B) assign and transfer to Purchaser all right, title and except as expressly provided herein interest of Sellers in and to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall any uncollected insurance proceeds which Sellers may be entitled to receive all from such damage or destruction (Sellers shall bear the cost of any applicable insurance proceeds paid deductible). A "material" part of a Property shall be deemed to have been damaged or payable to Seller by reason destroyed if (a) the cost of repair or replacement shall be 2% or more of the allocated Purchase Price of such destruction Property, as such cost is reasonably estimated by an independent engineer selected by Sellers and reasonably approved by Purchaser, or damage under (b) one or both of the insurance required two largest tenants at the damaged Property irrevocably terminates or is entitled to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsterminate their lease.

Damage or Destruction. If at any of the Improvements shall be destroyed --------------------- or damaged time prior to the Closing, and Closing Date all or any material portion of the estimated cost of repair Property is destroyed or replacement exceeds $100,000.00 or if the Lease shall terminate damaged as a result of fire or any other casualty and the cost of restoring such damagedamage exceeds or is reasonably anticipated to exceed Five Hundred Thousand Dollars ($500,000.00), Purchaser maythen, at the option of Purchaser, exercised by giving Seller written notice given to Seller within twenty (20) days after receipt of written notice from Seller Purchaser's discovery or notification of such damage or destructionthe casualty event, elect to Purchaser may terminate this Agreement, in which event and upon such termination Purchaser shall receive a return of the Xxxxxxx Money Deposit and this Agreement shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of canceled with no further force or effectliability of any party to any other, except under such provisions which shall expressly survive a termination of this Agreement. Seller shall give Purchaser prompt written notice of any casualty. If Purchaser does shall not elect so to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because within the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummatedapplicable notice period, Purchaser shall will be deemed to have elected to proceed to Closing and, as such, will be entitled to receive all insurance proceeds paid or of any such casualty (plus an amount, payable by the Seller to Seller by reason of such destruction or damage under Purchaser at Closing, equal to any deductible(s) in the insurance required to be maintained by policies), and in that event the Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute will take at Closing all proofs action necessary to assign their interest in any such proceeds to Purchaser. The parties understand and agree that Seller shall bear the "risk of loss" with respect to the Property up to and through the Closing. Upon Closing and delivery of the Deed to Purchaser, assignments the "risk of claim, and other similar instruments loss" shall shift from Seller to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceedsPurchaser.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($100,000.00 or if the Lease shall terminate as a result of such damage250,000.00), Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18Section 19, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect250,000.00), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(dSection 10(d) hereof (less amounts of insurance theretofore therefore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser's prior written consent in each case. All said insurance proceeds received by Seller by the date of Closing shall be paid or credited by Seller to Purchaser at Closing, together with the lesser of (i) that amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement, or(ii) Ten Thousand Dollars ($10,000.00). In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of loss insurance for the period of time commencing on the date of Closing. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure in order that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be --------------------- destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00 100,000.00) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be --------------------- destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds One Hundred Thousand Dollars ($100,000.00 500,000.00) or if the Lease Leases shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 1817, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 500,000.00 and the Lease remains Leases remain in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d8(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be --------------------- destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds Five Hundred Thousand Dollars ($100,000.00 500,000.00) or if the a Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and event, except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 500,000.00 and the Lease remains Leases remain in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged prior to the Closing, and the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($100,000.00 250,000.00) or if the Lease shall terminate as a result of such damage, Purchaser may, by written notice given to Seller within twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 250,000.00 and the Lease remains in full force and effect), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to restoration). If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in and under said insurance proceeds, plus the amount of any deductible and Seller shall have no further obligation with respect thereto.

Damage or Destruction. If any of the Improvements shall be destroyed --------------------- or damaged by fire or casualty, including, without limitation, a terrorist act, prior to the Closing, and if either the estimated cost of repair or replacement exceeds Five Million Dollars ($100,000.00 5,000,000.00) or if the Lease shall terminate as a result damage results in the termination of such damageone or more of the Major Leases, Purchaser may, by written notice given to Seller within twenty five (205) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the Xxxxxxx Money shall immediately be returned by Escrow Agent to Purchaser and except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effecteffect except as to the Obligations Surviving Termination. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, paragraph 22 or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000.00 and 5,000,000.00 or such damage or destruction has not resulted in the Lease remains in full force and effecttermination of one or more of the Major Leases), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case which consent shall not be unreasonably withheld. In addition, at Closing, Seller shall pay over to Purchaser, and assign to Purchaser, all proceeds of any rent loss insurance for the period of time commencing on the date of Closing. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments to ensure reasonably required by Purchaser in order that Purchaser shall receive all of Seller's ’s right, title, and interest in and under said insurance proceeds.