Common use of Damage Clause in Contracts

Damage. (a) Risk of Loss. The risk of loss or damage, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller shall be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing shall occur as scheduled all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller must immediately give notice to Buyer of such fact and at Buyer’s option (to be exercised within 30 days after Seller’s notice), this Agreement will terminate, in which event neither party will have any further obligations under this Agreement. If Buyer may deduct from fails to elect to terminate despite such damages, or if the Purchase Price paid at Closing Property is damaged but not substantially, Seller must promptly commence to repair such damage or destruction and return the amount necessary to restore the lost or damaged property to its former conditioncondition prior to such damage. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property damage is completely repaired prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing then there will be no reduction in which event Buyer may deduct from the Purchase Price paid at and Seller may retain the proceeds of all insurance related to such damage. If such damage is not completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller will complete the amount necessary to restore repair after the lost or damaged property to its former condition in which event Seller shall Closing Date and will be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claim; or damage after repair is completed, provided, however, Buyer will have the right to delay the Closing Date until repair is completed. If Seller fails to diligently proceed to repair such damage then Buyer will have the right to require a closing to occur and the Purchase Price (2and specifically the cash portion payable at the Closing Date) elect will be reduced by the cost of such repair, or at Buyer’s option, the Seller will assign to postpone Buyer all right to receive the Closingproceeds of all insurance related to such damage and the Purchase Price will remain the same. For purposes of this Section, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller words “substantially damaged” mean damage that would cost $50,000 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any material part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall occur as scheduled immediately give notice to Purchaser of such fact and Buyer may deduct from the Purchase Price paid at Closing the amount necessary Purchaser's option (to restore the lost or damaged property be exercised by Purchaser giving notice thereof to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), Seller and Seller has not repaired, replaced or restored such property Escrow Agent prior to the earlier of the Closing Date or fifteen (15) days after Seller's notice to the satisfaction of BuyerPurchaser), Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller this Agreement shall be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreementterminate, in which event neither party will have any further obligations under this Agreement, except for those obligations which expressly survive the Initial Escrow termination of this Agreement, and the Deposit and all interest earned thereon shall be returned refunded to Buyer and Purchaser. If Purchaser fails to timely terminate despite such substantial damage, or if the parties Property is damaged but not substantially, there shall be released no reduction in the Purchase Price, and discharged from Seller shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to the proceeds of all insurance related to such damage (except that Seller shall not assign, and Seller shall retain, the proceeds of any further obligation hereunderrent loss insurance relating to the period prior to Closing) along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage. For purposes of this Section, the words "substantially damaged" mean damage that would cost Five Hundred Thousand and No/100ths Dollars ($500,000.00) or more to repair. During the pendency of this Agreement, Seller shall maintain casualty insurance on the Property in accordance with the requirements of the Allianz Loan and so as to not require co-insurance, subject only to any permitted deductible.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall occur as scheduled immediately give notice to Purchaser of such fact and Buyer may deduct from the Purchase Price paid at Closing the amount necessary Purchaser's option (to restore the lost or damaged property to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property be exercised prior to the earlier of the Closing Date or fifteen (15) days after Seller's notice to the satisfaction of BuyerPurchaser), Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller this Agreement shall be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreementterminate, in which event neither party will have any further obligations under this Agreement, except for those obligations which expressly survive the Initial Escrow termination of this Agreement, and the Deposit and all interest earned thereon shall be returned refunded to Buyer and Purchaser. If Purchaser fails to timely elect to terminate despite such substantial damage, or if the parties Property is damaged but not substantially, there shall be released no reduction in the Purchase Price, and discharged from Seller shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to the proceeds of all insurance related to such damage (except that Seller shall not sign, and Seller shall retain, the proceeds of any further obligation hereunderrent loss insurance relating to the period prior to Closing or, if Purchaser closes early, to any period prior to the date that the tenant under the Tenant Lease is required to pay Annual Basic Rent thereunder), along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage. For purposes of this Section, the words "substantially damaged" mean damage that would cost Five Hundred Thousand and No/100ths Dollars ($500,000.00) or more to repair, or which would adversely affect the Loan Commitment referenced in Section 3.2 hereof.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Property is substantially damaged by fire casualty, the elements or any other cause, Seller shall occur as scheduled immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty days after Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer may deduct from fails to elect to terminate despite such damage, or if the Purchase Price paid at Closing Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the amount necessary to restore the lost or damaged property to its former conditioncondition prior to such damage. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property damage shall be completely repaired prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing then there shall be no reduction in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event and Seller shall be entitled to retain the proceeds of all proceeds under any applicable insurance policies with respect related to such claim; or (2) elect damage. If such damage shall not be completely repaired prior to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as Closing Date but Seller is necessary for Seller diligently proceeding to repair, replace Buyer shall have the right to delay the Closing Date until repair is completed, or restore escrow one hundred and ten (110%) percent of the lost or damaged property estimated cost to its former conditioncomplete the repairs from the Seller's proceeds and close the transaction. If, after If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the expiration right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such extension period the lost repair, or damaged property has not been fully repaired, replaced or restored to at Buyer's satisfactionoption, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon Seller shall be returned assign to Buyer all right to receive the proceeds of all insurance related to such damage and the parties Purchase Price shall be released remain the same. For purposes of this Section, the words "substantially damaged" mean damage that would cost Fifty Thousand and discharged from any further obligation hereunderNo/100 ($50,000.00) Dollars or more to repair.

Damage. (a) Risk If, prior to the closing date, all or any part of Lossthe Property is damaged by fire casualty, the elements or any other cause, the Seller shall immediately give written notice to the Buyer of such fact. The risk of loss or Buyer may terminate this Agreement within 30 days after the Seller’s notice, in which event neither party will have any further obligations under this Agreement. If the Buyer elects not to terminate despite such damage, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify commence to repair such damage or destruction and return the Property to its condition prior to such damage, and the Buyer thereof and use its best efforts shall have the right to approve any loss adjustment reached by the Seller with the applicable insurance companies, such approval not to be unreasonably withheld. If such damage is completely repaired prior to the closing date for the Property, then the Seller shall retain the proceeds of all insurance related to such damage. If such damage will not be completely repaired prior to the closing date but the Seller is diligently proceeding to repair, replace or restore then the lost or damaged property to its former condition as soon as possible. If Seller shall complete the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, repair after the closing date and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage after repair is completed; or (2) elect provided, however, the Buyer shall have the right to postpone delay the Closingclosing date until repair is completed. If the Seller shall fail to diligently proceed to repair such damage, with prior consent of then the Commission if necessary, for such reasonable period of time (not Buyer shall have the right to exceed ninety (90) days) as is necessary for Seller require a closing to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer occur and the parties Seller shall be released assign to the Buyer all right to receive the proceeds of all insurance related to such damage and discharged from any further obligation hereunderthe Seller shall pay the Buyer an amount equal to the deductible under the applicable policies.

Damage. (a) Risk of Loss. The risk of loss If the improvements at any Project on which closing has not occurred are damaged by fire or damage, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times other casualty prior to Closingclosing on such Project, then the following provisions shall apply. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace of the occurrence of the fire or restore the lost or damaged property to its former condition as soon as possibleother casualty. If the cost of repairingrestoring the damage, replacing or restoring any lost or damaged property as reasonably estimated by the contractor selected by Seller to perform the restoration, is Twenty Thousand Dollars (less than $20,000) or less15,000,000, then, unless the Lender then holding the Loan on the Project requires that the insurance proceeds be applied to the Loan and Seller has does not repairedelect to provide its own funds for such purpose (provided, replaced or restored such property prior however, that if the amount of insurance proceeds applied to the Closing DateLoan exceeds $500,000, Closing Seller may not make such election without Buyer's written consent), Seller shall proceed to restore the Project at Seller's expense and closing on the Project shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former conditionhereunder. If the cost to repair, replace, or restore Lender holding the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property prior Loan applies the insurance proceeds to the Closing Date to Loan and the satisfaction of Buyer, Buyer may, at its option: (1) Seller does not elect to consummate provide its own funds for such purpose, or, if the Closing in which event insurance proceeds so applied exceed $500,000 and Buyer may deduct does not approve of Seller providing its own funds for such purpose within 15 days after a request therefor from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller, then Seller shall terminate this Agreement. If restoration cannot be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone completed within 120 days after the Closingclosing date set forth herein, with prior consent of as reasonably estimated by the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for contractor selected by Seller to repair, replace or restore perform the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfactionrestoration, Buyer may terminate this Agreement by giving written notice to Seller within 30 days after Seller notifies Buyer of such casualty and of the estimated time and cost of restoration. If the cost of restoring the damage is $15,000,000.00 or more, as reasonably estimated by the contractor selected by Seller to perform the restoration, either Seller or Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damage, confiscation or condemnation of up to and including the Purchased Assets Closing Date shall be borne by Seller at all times prior to ClosingSeller. In the event of any material loss damage to or damagedestruction of the Property or any portion thereof, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property prior to the Closing Date to the satisfaction of Buyer, Buyer Purchaser may, at its option: , by notice to Seller given within 10 days after Seller notifies Purchaser of such damage or destruction (1) elect to consummate and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement and the E▇▇▇▇▇▇ Money shall be immediately returned to Purchaser, or (ii) proceed under this Agreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (including any rent loss insurance applicable to any period on and after the Closing Date), due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary to complete such repairs. If Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which event Buyer may deduct to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Purchase Price paid at Closing Property is not materially damaged, then Purchaser shall not have the amount necessary right to restore the lost or damaged property to its former condition in which event Seller shall be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in which event a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Initial Escrow Deposit Closing, assign to Purchaser at Closing any available insurance proceeds for such repair, and all interest earned thereon shall be returned credit Purchaser at Closing an amount equal to Buyer the applicable deductible plus any additional cost to complete the repair. “Material damage” and “Materially damaged” means damage reasonably exceeding 1 percent of the parties shall be released and discharged from any further obligation hereunderPurchase Price to repair or which, in the reasonable estimation of a mutually acceptable third party contractor, will take longer than 90 days to repair.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing shall occur as scheduled all or any part of the Real Property is substantially damaged (to the extent that repairs are reasonably expected to exceed Five Hundred Thousand Dollars and no/100s ($500,000.00) by fire, casualty, the elements or any other cause, then Seller will promptly give notice to Buyer, and Buyer will have the right to terminate this Agreement by giving notice to Seller within five (5) days (or in any event prior to then targeted Closing Date) rafter Seller’s notice. During the notice period, Seller will promptly furnish Buyer such information regarding Seller’s insurance as Buyer may deduct reasonably request and will consult and reasonably cooperate with Buyer with respect to the adjustment of insurance proceeds. If Buyer fails to give the termination notice, Seller shall commence repairs only to the extent actually covered by Seller’s insurance and to the extent of insurance proceeds received by Seller. At Closing, Seller will assign to Buyer all rights to insurance proceeds resulting from such event payable after closing (subject to Seller’s right to receive a credit at Closing in the amount of the reasonable costs incurred by Seller to obtain such proceeds and repair any damage repaired by Seller prior to Closing) and the Purchase Price paid at Closing will be reduced by the amount necessary of Seller’s deductible. In the event of damage to restore the lost Real Property by fire, casualty, the elements or damaged property other cause that does not rise to the level of “substantial” based on the definition above, Buyer shall not have the right to terminate this Agreement and Seller will, to the extent actually covered by Seller’s insurance, repair such damage at its former condition. If the sole cost prior to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000)Closing, and Seller has not repaired, replaced or restored Closing may be extended up to sixty (60) days to permit such property prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller shall be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall occur as scheduled promptly give notice to Purchaser of such fact. Thereafter, at Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than the obligations set forth in Sections 3(b), 14 and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition. If the cost to repair15 hereof, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000which obligations shall survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period, and Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller has to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate (in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not repairedsubstantially, replaced Seller shall promptly commence to repair such damage or restored destruction and to return the Improvements to substantially their condition prior to such property damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the satisfaction of BuyerClosing Date, Buyer maybut Seller is diligently proceeding to repair, at its option: (1) elect to consummate then Seller shall complete the repair after the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage; or (2) elect provided, however, that Purchaser shall have the right to postpone delay the ClosingClosing Date until repair is completed. For purposes of this Section 12, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller words "substantially damaged" mean damage that would cost $250,000 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunderas reasonably determined by Seller.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Improvements are damaged by fire or other casualty, Seller shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary promptly give notice to restore the lost or damaged property to its former conditionPurchaser of such fact. If any part of the cost Improvements are substantially damaged, at Purchaser's option (to repairbe exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), replacethis Agreement shall terminate. In the event of any such termination of this Agreement, or restore neither party will have any further obligations under this Agreement (other than the lost or damaged property exceeds Twenty Thousands Dollars ($20,000obligations of the parties that, by the express terms hereof, survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser. If Purchaser fails to elect to terminate (in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not substantially, Seller has not repaired, replaced shall promptly commence to repair such damage or restored destruction and to return the Improvements to substantially their condition prior to such property damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the satisfaction of BuyerClosing Date, Buyer maybut Seller is diligently proceeding to repair, at its option: (1) elect to consummate then Seller shall complete the repair after the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage; or (2) elect provided, however, that Purchaser shall have the right to postpone delay the ClosingClosing Date until repair is completed. For purposes of this Section 12, with prior consent of the Commission if necessary, for such reasonable period of time (not words "substantially damaged" mean damage that would cost $750,000 or more to exceed ninety (90) days) as is necessary for Seller repair or damage that would entitle the Tenant to repair, replace or restore terminate the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunderLease.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Improvements are substantially damaged by fire or other casualty, Partnership shall occur as scheduled promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Partnership given within fifteen (15) days after Partnership’s initial notice to Purchaser), this Agreement shall terminate solely with respect to the Project relating to the damaged Improvements (the “Damaged Project”), subject to the limitations in Section 20 hereof. In the event of any such termination of this Agreement solely with respect to a Damaged Project, neither party will have any further obligations under this Agreement with respect to such Damaged Project (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), Purchaser shall, at the request of Partnership, execute any document reasonably requested by Partnership to evidence such termination including, without limitation, a quit claim deed, and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former conditionshall be adjusted as provided in Section 20 hereof. If Purchaser fails to elect to terminate this Agreement with respect to such Damaged Project (in the cost to repair, replacemanner provided in this Section 13) despite such damage, or restore if the lost Improvements are damaged but not substantially, subject to any contrary requirements or damaged property exceeds Twenty Thousands Dollars ($20,000)conditions in any existing financing secured by such Damaged Project, Partnership shall promptly commence to repair such damage or destruction and Seller has not repaired, replaced or restored to return the Improvements to substantially their condition prior to such property damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price, and Partnership shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the satisfaction of BuyerClosing Date, Buyer maybut Partnership is diligently proceeding to repair, at its option: (1) elect to consummate the Closing then there shall be no reduction in which event Buyer may deduct from the Purchase Price paid at and Partnership shall complete the repair after the Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage; or provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 13, the phrase “substantially damaged” means (2i) elect the cost to postpone repair the ClosingDamaged Project is estimated to exceed $1,000,000, with prior consent (ii) access to or parking on the Damaged Project is adversely affected, (iii) as a result of the Commission if necessarydamage, for such reasonable period the Damaged Project is in violation of time laws or fails to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (not iv) the damage entitles any of the Tenants which lease at least fifty percent (50%) of the rentable square feet of the Damaged Project to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to terminate its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunderLease.

Damage. If, prior to Settlement, a Portfolio Property is destroyed or damaged to any material extent, then Purchaser shall have the option, which must be exercised by it on the earlier of ten (10) days after such damage or destruction or the Settlement Date, to (a) Risk of Loss. The risk of loss or damage, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller shall be entitled to all proceeds under any applicable insurance policies terminate this Agreement with respect to such claim; or (2) elect Portfolio Property by giving written notice thereof to postpone the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreementbefore Settlement, in which event the Initial Escrow Deposit allocated to such Portfolio Property, together with all interest accrued thereon, shall be paid to Purchaser, or (b) proceed with the Settlement. If Purchaser elects to proceed with the Settlement then the Settlement shall proceed, without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall be entitled to any and all interest earned thereon insurance proceeds previously paid to Seller as a result of such damage (plus a credit against the cash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such policy) and, to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser, at Settlement, all of Seller’s rights to such proceeds. If, prior to Settlement, a Portfolio Property is destroyed or damaged, but not to a material extent, then the Settlement shall proceed without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall be returned entitled to Buyer any and all insurance proceeds payable to Seller as a result of such damages and destruction (plus a credit against the parties cash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such policy), as set forth above. Damages to or destruction of a Portfolio Property shall be released deemed not material if (a) the Portfolio Property can be repaired or replaced for a cost not to exceed five percent (5%) of the allocated Schedule 1 Purchase Price for such Portfolio Property, and discharged from any further obligation hereunder(b) the number of rental apartment units damaged or destroyed is less than five percent (5%) of the total number of units at such Portfolio Property.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall occur as scheduled immediately give notice to Purchaser of such fact and, at Purchaser's option (to be exercised within thirty (30) days after Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement (other than the obligations set forth in Section 3(b) and Buyer may deduct from Article 13 hereof, which obligations shall survive any such termination) and the Purchase Price paid at Closing the amount necessary ▇▇▇▇▇▇▇ Money shall be refunded to restore the lost Purchaser provided Purchaser is not in breach or damaged property to its former conditiondefault hereunder beyond any applicable grace or cure period. If the cost Purchaser fails to repair, replaceelect to terminate despite such damage, or restore if the lost Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or damaged property exceeds Twenty Thousands Dollars ($20,000), destruction and Seller has not repaired, replaced or restored return the Improvements to substantially its condition prior to such property damage. If such damage shall be completely repaired prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing then there shall be no reduction in which event Buyer may deduct from the Purchase Price paid at and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the amount necessary to restore repair after the lost or damaged property to its former condition in which event Seller Closing Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage; or (2) elect provided, however, Purchaser shall have the right to postpone delay the Closing, with prior consent of the Commission if necessary, Closing Date until repair is completed for such reasonable a period of time (not to exceed ninety thirty (9030) days, and if any damage remains unrepaired at Closing, Seller shall assign all of its right, title and interest in and to any insurance claims and proceeds relating to such damage and shall deliver to Purchaser an amount equal to any deductible portion of any applicable casualty insurance policy, and the Purchase Price shall not be reduced. For purposes of this Section, the words "substantially damaged" mean damage that would cost Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) as is necessary for Seller or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss If the improvements at the Project are damaged by fire or damage, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times other casualty prior to Closingclosing, then the following provisions shall apply. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace of the occurrence of the fire or restore the lost or damaged property to its former condition as soon as possibleother casualty. If the cost of repairingrestoring the damage, replacing or restoring any lost or damaged property as reasonably estimated by the contractor selected by Seller to perform the restoration, is Twenty Thousand Dollars (less than $20,000) or less5,000,000, then, unless the Lender then holding the Mercantile Loan requires that the insurance proceeds be applied to the Mercantile Loan and Seller has does not repairedelect to provide its own funds for such purpose (provided, replaced or restored such property prior however, that if the amount of insurance proceeds applied to the Closing DateMercantile Loan exceeds $500,000, Closing Seller may not make such election without Buyer's written consent), Seller shall proceed to restore the Project at Seller's expense and closing shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former conditionhereunder. If the cost to repair, replace, or restore Lender holding the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property prior Mercantile Loan applies the insurance proceeds to the Closing Date to Mercantile Loan and the satisfaction of Buyer, Buyer may, at its option: (1) Seller does not elect to consummate provide its own funds for such purpose, or, if the Closing in which event insurance proceeds so applied exceed $500,000 and Buyer may deduct does not approve of Seller providing its own funds for such purpose within 15 days after a request therefor from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller, then Seller shall terminate this Amendment. If restoration cannot be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone completed within 120 days after the Closingclosing date set forth herein, with prior consent of as reasonably estimated by the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for contractor selected by Seller to repair, replace or restore perform the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfactionrestoration, Buyer may terminate this AgreementAmendment by giving written notice to Seller within 30 days after Seller notifies Buyer of such casualty and of the estimated time and cost of restoration. If the cost of restoring the damage is $5,000,000.00 or more, in which event as reasonably estimated by the Initial Escrow Deposit and all interest earned thereon shall be returned contractor selected by Seller to perform the restoration, either Seller or Buyer and the parties shall be released and discharged from any further obligation hereundermay terminate this Amendment.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Property is substantially damaged by fire, casualty, the elements, or any other cause, Seller shall occur as scheduled immediately give notice to Buyer of such fact and at Buyer’s option (to be exercised within 30 days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer may deduct from fails to elect to terminate despite such damages, or if the Purchase Price paid at Closing Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the amount necessary to restore the lost or damaged property to its former conditioncondition prior to such damage. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property damage shall be completely repaired prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing then there shall be no reduction in which event Buyer may deduct from the Purchase Price paid at and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the amount necessary to restore repair after the lost or damaged property to its former condition in which event Seller Closing Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claim; or damage after repair is completed, provided, however, that Buyer shall have the right to delay the Closing Date until repair is completed. If Seller fails to diligently proceed to repair such damage then Buyer shall have the right to require Closing to occur and the Purchase Price (2and specifically the cash portion payable at the Closing Date) elect shall be reduced by the cost of such repair, or at Buyer’s option, Seller shall assign to postpone Buyer all right to receive the Closingproceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller words “substantially damaged” mean damage that would cost $25,000.00 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss If, prior to the closing date, all or damage, confiscation or condemnation any part of the Purchased Assets shall be borne Property is substantially damaged by Seller at all times prior to Closing. In fire, casualty, the event of material loss elements or damageany other cause, Seller shall promptly notify immediately give notice to Buyer thereof of such fact and use its best efforts at Buyer's option (to repairbe exercised within ten (10) business days after such Seller's notice), replace this Agreement shall terminate, in which event neither party will have any further obligations under this agreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, or restore if the lost Property is damaged but not substantially, Seller shall perform the prompt repair of such damage or damaged property destruction and the return of the Property to its former condition as soon as possibleprior to such damage. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing damage shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property be completely repaired prior to the Closing Date then there shall be no reduction in the purchase price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the satisfaction of BuyerClosing Date but Seller is diligently proceeding to repair, Buyer may, at its option: (1) elect to consummate then Seller shall complete the repair after the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage, then Buyer shall have the right to require closing to occur and the purchase price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer's option, Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the purchase price shall remain the same (except that Buyer shall receive a credit of the amount of any deductible under any the applicable insurance policies with respect to such claim; or (2) elect to postpone policy). For purposes of this paragraph, the Closing, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller words "substantially damaged" means damage that would cost $1,000,000 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall occur as scheduled be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer may deduct from fails to elect to terminate in such thirty days despite such damage, or if the Purchase Price paid at Closing Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the amount necessary to restore the lost or damaged property to its former conditioncondition prior to such damage. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property damage shall be completely repaired prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing then there shall be no reduction in which event Buyer may deduct from the Purchase Price paid at and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the amount necessary to restore repair after the lost or damaged property to its former condition in which event Seller Closing Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage after repair is completed; or provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (2and specifically the cash portion payable at the Closing Date) elect shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to postpone Buyer all right to receive the Closingproceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, with prior consent of the Commission if necessarywords, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller “substantially damaged” mean damage that would cost $75,000.00 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Real Property is substantially damaged by fire, casualty, the elements, or any other cause, Seller shall occur as scheduled immediately give notice to Buyer of such fact and, at either Buyer’s option or Seller’s option (to be exercised within 30 days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement and Buyer may deduct from the Purchase Price paid at Closing ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If both parties fail to elect to terminate despite such damages, or if the amount necessary Real Property is damaged but not substantially, Seller shall promptly commence to restore repair such damage or destruction and return the lost or damaged property Real Property to its former conditioncondition prior to such damage. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has not repaired, replaced or restored such property damage shall be completely repaired prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing then there shall be no reduction in which event Buyer may deduct from the Purchase Price paid at and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the amount necessary to restore repair after the lost or damaged property to its former condition in which event Seller Closing Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claim; or (2) elect damage after repair is completed, provided, however, that Buyer shall have the right to postpone delay the ClosingClosing Date until repair is completed. If Seller fails to diligently proceed to repair such damage then Buyer shall have the right to require Closing to occur and the Purchase Price shall be reduced by the cost of such repair, with prior consent or at Buyer’s option, Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Commission if necessaryPurchase Price shall remain the same. For purposes of this Section, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller the words “substantially damaged” mean damage that would cost $100,000.00 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall occur as scheduled immediately give Buyer written notice of such fact and Buyer may deduct from shall have the right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and the E▇▇▇▇▇▇ Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price paid at Closing and Seller shall retain the amount necessary proceeds of all insurance related to restore the lost or damaged property to its former conditionsuch damage. If the cost to repair, replace, or restore the lost or damaged property exceeds Twenty Thousands Dollars ($20,000), and Seller has such damage shall not repaired, replaced or restored such property be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate repair after the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage after repair is completed; or provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (2specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) elect shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to postpone Buyer all right to receive the Closingproceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, with prior consent of the Commission if necessary, for such reasonable period of time (not to exceed ninety (90) days) as is necessary for Seller words “substantially damaged” mean damage that would cost $200,000 or more to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder.

Damage. (a) Risk of Loss. The risk of loss or damage, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance, and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possibleestimated cost of repairing such damage. If such damage is not material, then Seller shall, to the cost of repairingextent possible, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property begin repairs prior to the Closing Date, Closing shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary (to restore the lost or damaged property Property to its former condition. If the condition that existed prior to such damage and as required by the Leases) and at Closing, Purchaser shall receive a credit for the cost to repair, replace, or restore the lost un-repaired portion, as reasonably estimated by a third party consultant reasonably acceptable to Seller and Purchaser. If such damage is material or damaged property exceeds Twenty Thousands Dollars results in the Tenant under any Lease covering more than 200,000 square feet of the Property having the right to terminate its Lease ($20,000)and such Tenant fails to waive such right) or damages more than 100,000 square feet of the vacant space in the Improvements, Purchaser may elect by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and Seller has not repaired, replaced or restored such property prior to the Closing Date to the satisfaction of Buyer, Buyer may, at its option: (1) elect to consummate the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller shall be entitled to all proceeds under any applicable insurance policies with respect to such claim; or (2) elect to postpone the Closingextended, with prior consent of the Commission if necessary, for to give Purchaser such reasonable ten (10) day period to respond to such notice) to proceed in the same manner as in the case of time (damage that is not material or to exceed ninety (90) days) as is necessary for Seller to repair, replace or restore the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this AgreementContract, in which event the Initial Escrow Deposit and all interest earned thereon ▇▇▇▇▇▇▇ Money shall be immediately returned to Buyer and Purchaser. Following the parties expiration of the Inspection Period, Seller shall consult with Purchaser with respect to any repairs to the Property that will not be released and discharged from fully completed prior to Closing. Damage as to any further obligation hereunderone or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by Purchaser, exceeds $500,000.00 as to any one building comprising the Improvements.

Damage. (a) Risk of Loss. The risk of loss or damageIf, confiscation or condemnation of the Purchased Assets shall be borne by Seller at all times prior to Closing. In the event of material loss or damage, Seller shall promptly notify Buyer thereof and use its best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If the cost of repairing, replacing or restoring any lost or damaged property is Twenty Thousand Dollars ($20,000) or less, and Seller has not repaired, replaced or restored such property prior to the Closing Date, Closing all or any part of the Improvements are damaged by fire or other casualty, Seller shall occur as scheduled and Buyer may deduct from the Purchase Price paid at Closing the amount necessary promptly give notice to restore the lost or damaged property to its former conditionPurchaser of such fact. If any part of the cost Improvements are substantially damaged, at Purchaser's option (to repairbe exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), replacethis Agreement shall terminate. In the event of any such termination of this Agreement, or restore neither party will have any further obligations under this Agreement (other than the lost or damaged property exceeds Twenty Thousands Dollars ($20,000obligations of the parties that, by the express terms hereof, survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser. If Purchaser fails to elect to terminate (in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not substantially, Seller has not repaired, replaced shall promptly commence to repair such damage or restored destruction and to return the Improvements to substantially their condition prior to such property damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the satisfaction of BuyerClosing Date, Buyer maybut Seller is diligently proceeding to repair, at its option: (1) elect to consummate then Seller shall complete the repair after the Closing in which event Buyer may deduct from the Purchase Price paid at Closing the amount necessary to restore the lost or damaged property to its former condition in which event Seller Date and shall be entitled to receive the proceeds of all proceeds under any applicable insurance policies with respect related to such claimdamage; or (2) elect provided, however, that Purchaser shall have the right to postpone delay the ClosingClosing Date until repair is completed. For purposes of this Section 12, with prior consent of the Commission if necessary, for such reasonable period of time (not words "substantially damaged" mean damage that would cost $500,000 or more to exceed ninety (90) days) as is necessary for Seller repair or damage that would entitle the Tenant to repair, replace or restore terminate the lost or damaged property to its former condition. If, after the expiration of such extension period the lost or damaged property has not been fully repaired, replaced or restored to Buyer's satisfaction, Buyer may terminate this Agreement, in which event the Initial Escrow Deposit and all interest earned thereon shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunderLease.