Common use of Destruction, Damage, or Taking Before Closing Clause in Contracts

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of all or any portion of the Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyer.

Destruction, Damage, or Taking Before Closing. (a) In the event of damage to or destruction of all or any portion of the any Property by fire or other casualtycasualty prior to the Closing, Seller shall promptly notify Buyer. If deliver to Buyer written notice thereof, and Seller reasonably estimates that $50,000.00 or less is required may terminate this Agreement with respect to be expended to repair or restore the such damaged or destroyed Property Property, or portion thereof ("Repair Cost"), may offer to cause the restoration and repair of such damage. Termination of this Agreement shall remain in full force and effect, and Seller shall, at its option, either be by notice to Buyer given within ten (i10) repair days after such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title in which case this Agreement shall terminate as to the affected Property, assign and the parties shall proceed with the purchase and sale of the balance of the Properties pursuant to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses the terms of repair in excess of available insurance proceedsthis Agreement. If Seller reasonably estimates that does not cause all damaged or destroyed Property to be repaired or replaced (to Buyer’s reasonable satisfaction) on or before the Repair Cost exceeds $50,000.00Closing Date, then Buyer shall havemay elect, as in its sole and exclusive remediesdiscretion, to either (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to purchase the Property subject to such damage or destruction without a reduction in the Purchase Price, or (ii) exclude the Property from the assets to or destructionbe purchased hereunder with a reduction in the Purchase Price equal to the amount set forth on Exhibit C allocated to such Property. If Buyer elects to exclude the Property from the assets to be purchased hereunder, with an assignment by Seller may elect to provide a reasonable substitute property (and deliver to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking Substitute Property Documents with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (isuch substitute property) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt Buyer shall have delivered written notice of such notice from Seller, by notice in writing exclusion to Seller, which substitute property Buyer may, in its reasonable discretion, accept or reject. If any such substitute property is accepted by Buyer, then (iix) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event shall the Purchase Price shall be reducedreasonably adjusted by Buyer based upon (1) the value of such substitute property as reflected by the applicable Substitute Property Documents, except and (2) the amount allocated to the extent of any deductible amounts payable in connection with insurance proceeds assigned excluded Property as set forth on Exhibit C; (y) the substitute property shall be a “Property” for all purposes under this Agreement; and (z) the applicable Substitute Property Documents shall be “Property Documents” for all purposes under this Agreement. If such substitute property is rejected by Seller Buyer, the Purchase Price shall be reduced by the amount allocated to Buyer.the excluded Property as set forth on Exhibit C.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of all or any portion of the any Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 100,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00100,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement with respect to the affected Property in accordance with Section 14 13 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, in which event the Purchase Price shall be reduced by the amount allocated to such Property on Schedule 2, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the any Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement with respect to the affected Property in accordance with Section 14 13, in which event the Purchase Price shall be reduced by the amount allocated to such Property on Schedule 2 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyer.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of If, before Closing, all or any portion material part of the Property by fire is destroyed or other casualtydamaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion Purchaser thereof ("Repair Cost"a “Seller’s Notice”), this Agreement shall remain in full force and effect, and Seller shall, at its option, either . Purchaser may elect to proceed with the Closing (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title subject to the Property, assign other provisions of this Agreement) by delivering notice thereof to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) five business days after its receipt of notice from Seller as set forth abovea Seller’s Notice, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer but Purchaser shall be entitled to receive all eminent domain insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary and or appropriate, Seller shall assign to Buyer Purchaser at Closing Seller's ’s rights to such proceeds or awards. In If, within five business days after Purchaser’s receipt of a Seller’s Notice, Seller receives written notice from Purchaser of Purchaser’s termination of this Agreement (or, if Seller has not received notice from Purchaser during such time of Purchaser’s election to terminate this Agreement), then Purchaser shall be deemed to have terminated this Agreement pursuant to Section 12(b). If, before Closing, less than a material part of the Land or Improvements is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall notify Purchaser thereof, Purchaser shall have no event right to terminate this Agreement, and the parties shall proceed with the Purchase Price Closing, but Purchaser shall be reducedentitled to all insurance proceeds or condemnation awards payable as a result of such damage or taking and, except to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing Seller’s rights to such proceeds or awards and at Closing Purchaser shall receive a credit for the amount of any deductible amounts payable under any applicable insurance policy. For the purposes of this Section 11, damage or a taking shall be considered to be “material” if the value of the portion of the Property damaged or taken exceeds $250,000, or, in connection with insurance proceeds assigned by Seller the case of a taking, if the portion of the Property taken is such that it materially adversely affects the ability to Buyeruse the remainder for the purposes for which it is presently used.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of all or any portion of the any Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to SellerSeller given in accord with Section 10 hereof, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to SellerSeller given in accord with Section 10 hereof, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awardsawards apportioned between Buyer and Seller as to any such award applicable before and after the Closing Date. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyer.

Destruction, Damage, or Taking Before Closing. In If, before the event of damage to or destruction of Closing Date, all or any portion part of the Property by fire a Tract is destroyed or other casualtydamaged, or becomes subject to an actual condemnation or eminent domain proceedings, then Seller shall promptly notify BuyerPurchaser thereof (a “Seller’s Notice”). If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destructiontaking is material (as defined below) as to one or more Tracts, or, if Purchaser may elect not to purchase such damage or destruction has not been repaired prior Tract(s) by delivering a written notice thereof to Closing, Seller within five (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (105) business days after its Purchaser’s receipt of notice from Seller as set forth abovea Seller’s Notice, by notice time being of the essence and the Purchase Price shall be reduced accordingly. If the damage or taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to Seller, proceed with such Closing or (ii) if Buyer Seller does not elect to terminate, receive written notice from Purchaser of Purchaser’s termination of this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, within five (i) the option to terminate this Agreement in accordance with Section 14 within ten (105) business days after its receipt Seller’s delivery of a Seller’s Notice, then the parties shall proceed with such notice from Seller, by notice Closing without any reduction in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price; provided, and Buyer however, that in such event, Purchaser shall be entitled to receive all eminent domain insurance proceeds which Seller may actually collect (together with a credit against the Purchase Price equal to the amount of any applicable deductible) or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), and, to the extent the same may be necessary and or appropriate, Seller shall either (a) assign to Buyer Purchaser at such Closing Seller's ’s rights to any such awardscondemnation or eminent domain awards or (b) file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that Seller would typically have proceeded for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof after first recouping its reasonable out-of-pocket third party expenses related thereto and, if requested by Purchaser, assign to Purchaser all of Seller’s right, title and interest in and to any such claim. In no event any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against any of its insurers. For the Purchase Price purposes of this Section 8, damage or a taking shall be reducednot considered to be “material” if the cost to repair or restore the portion of the Tract damaged or taken does not exceed $250,000 and the damage is from a risk covered under Seller’s insurance policy, except or would not permit any Tenant to terminate its Lease, or, in the case of a taking, if the portion of the Tract taken is such that none of the following would occur: (i) it would not adversely affect the Tenant’s ability to use the remainder of the tract for the purposes for which it is presently used, (ii) it would not limit or restrict ingress and egress to and from the Tract and (iii) it would not reduce the remaining available number of parking spaces at the Tract below the minimum legally required. Notwithstanding any election by Purchaser under this Section 8, Seller may elect (but shall not be obligated) to postpone the Closing for a reasonable period not to exceed 10 days in order to attempt to repair any such damage, in which event: (x) if Seller fails to deliver the Tract in the condition required by this Agreement on or before such postponed Closing Date, Purchaser’s termination shall be effective as of such postponed Closing Date; and (y) if Seller accomplishes such repairs and restores the Tract to the extent of any deductible amounts payable in connection with insurance proceeds assigned condition required by Seller this Agreement on or before such postponed Closing Date, the parties shall proceed to Buyerthe Closing as though the damage had not occurred.

Destruction, Damage, or Taking Before Closing. In If, before the event of damage to or destruction of Closing Date, all or any portion part of the Property by fire is destroyed or other casualtydamaged, or becomes subject to an actual condemnation or eminent domain proceedings, then Seller shall promptly notify BuyerPurchaser thereof (a “Seller’s Notice”). If Seller reasonably estimates that $50,000.00 the damage or less taking is required to be expended to repair or restore the damaged or destroyed Property or portion thereof material ("Repair Cost"as defined below), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option Purchaser may elect to terminate this Agreement in accordance with Section 14 by delivering a written notice thereof to Seller within ten five (105) business days after its Purchaser’s receipt of notice from Seller as set forth abovea Seller’s Notice, by notice time being of the essence. If the damage or taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to Seller, proceed with such Closing or (ii) if Buyer Seller does not elect to terminate, receive written notice from Purchaser of Purchaser’s termination of this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, within five (i) the option to terminate this Agreement in accordance with Section 14 within ten (105) business days after its receipt Seller’s delivery of a Seller’s Notice, then the parties shall proceed with such notice from SellerClosing without any reduction in the allocated Purchase Price provided, by notice however, that in writing to Sellersuch event, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer Purchaser shall be entitled to receive all eminent domain insurance proceeds which Seller may actually collect (subject to Seller’s recoupment of certain costs as provided below) along with a credit for the amount of any deductible or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), and, to the extent the same may be necessary and or appropriate, Seller shall either assign to Buyer Purchaser at such Closing Seller's ’s rights to any such awardscondemnation or eminent domain awards or file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that Seller would typically have proceeded for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof after first recouping its reasonable out-of-pocket expenses related thereto and, if requested by Purchaser, assign to Purchaser all of Seller’s right, title and interest in and to any such claim. In no event any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against any of its insurers, nor shall Seller be required to provide access to, or a copy of, any portion of its casualty or other insurance policies (Seller agrees to provide “ACCORD” or similarly appropriate insurance certificates regarding the Purchase Price applicable policies, however). For the purposes of this Section 8, damage or a taking shall not be reducedconsidered to be “material” if the value of the portion of the Property damaged or taken does not exceed $250,000, except or, in the case of a taking, if the portion of the Property taken is he value of which is greater than $250,000 or affects any area resulting in loss of parking spaces or of any portion of any building or other land that causes the Property to be considered a non-conforming use or a similar designation under applicable law as determined by an appropriate official from the applicable jurisdiction. Notwithstanding any termination by Purchaser under this Section 8, Seller may elect (but shall not be obligated) to postpone the Closing for a reasonable period not to exceed 10 days in order to attempt to repair any such damage, in which event: (x) if Seller fails to deliver the Property in the condition required by this Agreement on or before such postponed Closing Date, Purchaser’s termination shall be effective as of such postponed Closing Date; and (y) if Seller accomplishes such repairs and restores the Property to the extent of any deductible amounts payable in connection with insurance proceeds assigned condition required by Seller this Agreement on or before such postponed Closing Date, the parties shall proceed to Buyerthe Closing as though the damage had not occurred.

Destruction, Damage, or Taking Before Closing. In If, before the event of damage to or destruction of Closing Date, all or any portion material part of the Property by fire is destroyed or other casualtydamaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion Purchaser thereof (a "Repair CostSeller's Notice"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either . Purchaser may elect to proceed with the Closing (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title subject to the Property, assign other provisions of this Agreement) by delivering notice thereof to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business three days after its receipt of notice from Seller as set forth abovea Seller's Notice, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer but Purchaser shall be entitled to receive all eminent domain insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary and or appropriate, Seller shall assign to Buyer Purchaser at Closing Seller's rights to such proceeds or awards. In If, within three days after Purchaser's receipt of a Seller's Notice, Seller receives written notice from Purchaser of Purchaser's termination of this Agreement, then Purchaser shall be deemed to have terminated this Agreement. If, within three days after Seller's delivery of a Seller's Notice, Seller does not receive written notice from Purchaser of Purchaser's termination of this Agreement, Purchaser shall have waived its right to terminate this Agreement under this Section 9. If, before the Closing Date, less than a material part of the Land or Improvements is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall notify Purchaser thereof, Purchaser shall have no event right to terminate this Agreement, and in such case (or if Purchaser is deemed to have waived its right to terminate this Agreement under this Section 9 as provided in the preceding sentence), the parties shall proceed with the Closing, but Purchaser shall be entitled to all insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing Seller's rights to such proceeds or awards. For the purposes of this Section 9, damage or a taking shall be considered to be "material" if the value of the portion of the Property damaged or taken exceed twenty percent (20%) of the Purchase Price, or, in the case of a taking, if the portion of the Property taken is such that it materially adversely affects the ability to use the remainder for the purposes for which it is presently used. Purchaser acknowledges that Seller has disclosed to Purchaser that some non-material hail damage occurred to the Property on or about March 25, 2005 and that certain repairs to the Property are required to be made as a result of such damage. Purchaser shall receive a credit at Closing against the Purchase Price be reduced, except to in the extent amount of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyer$189,256.85.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of all or any portion of the any Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyer.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of If, before Closing, all or any portion material part of the Property by fire Other Land, Campus Land, Improvements or other casualtyPersonalty are destroyed or damaged, or become subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof and with respect to damage or destruction, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement commence repairs in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, ’s practice. If this Agreement shall remain in full force and effectis not terminated by Purchaser as provided below, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer then Purchaser shall be entitled to receive all eminent domain insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary and or appropriate, Seller shall assign assign, without recourse, to Buyer Purchaser at Closing Seller's ’s rights to such awardsproceeds or awards and Seller shall pay to Purchaser the amount of any deductible. In At Closing, Purchaser shall reimburse Seller for the cost of all repairs paid for by Seller and assume outstanding repair contracts, and Purchaser shall accept the Property subject to the unrepaired damage. If the damage or taking is material and within thirty (30) days of receipt of Seller’s notice respecting the damage, destruction, or taking (but in no event later than the Closing) Purchaser notifies Seller of its intent to terminate this Agreement, then Purchaser shall be deemed to have terminated this Agreement. For the Purchase Price purposes of this Section 11, damage or a taking shall be reducedconsidered to be “material” if the cost to repair the improvements damaged, except or if the value of the portion of the Other Land, Campus Land, Improvements, or Personalty taken, in either case exceeds $3,000,000.00 in value, or, in the case of a taking, if the portion of the Other Land, Campus Land, Improvements, or Personalty taken are such that they materially adversely affect the ability to use the extent of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyerremainder for the purposes for which they are presently used.

Destruction, Damage, or Taking Before Closing. In the event Seller shall promptly notify Buyer after Seller receives notice of any damage to or destruction of all or any portion of the a Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required the Tenant under the Lease encumbering such Property does not have any express right in the Lease to be expended terminate the Lease with respect to repair or restore the damaged or destroyed such Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair as a result of such damage or destruction, or, if then such Property shall not be removed from this Agreement by reason of such damage or destruction has not been repaired prior to Closingdestruction, (ii) require Buyer to take title to the Property, and Seller shall assign to Buyer all available casualty insurance proceeds and indemnify Buyer available to Seller with respect thereto (in form and content satisfactory subject to Buyer) for all costs and expenses the terms of repair in excess of available insurance proceedssuch Lease). If Seller reasonably estimates that the Repair Cost exceeds $50,000.00Tenant under the Lease encumbering such Property does have an express right contained in the Lease to terminate the Lease with respect to such Property as a result of such damage or destruction, then Buyer shall have, as its sole and exclusive remediesremedy, (i) the option to terminate remove such Property from the Properties to be sold by Seller to Buyer under this Agreement in accordance with Section 14 Agreement, within ten (10) business days Business Days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, remove such Property from the Properties to be to be sold by Seller to Buyer under this Agreement shall remain in full force and effectAgreement, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by and Seller shall assign to Buyer of all available casualty insurance proceedsproceeds available to Seller with respect thereto (subject to the terms of such Lease). In the event Seller shall promptly notify Buyer after Seller receives notice of an any eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of a Property. If the PropertyTenant under the Lease encumbering such Property does not have any express right in the Lease to terminate the Lease with respect to such Property as a result of such eminent domain taking, then such Property shall not be removed from this Agreement by reason of such eminent domain taking, and Seller shall promptly notify Buyerassign to Buyer any eminent domain award available to Seller with respect thereto (subject to the terms of such Lease). If the Tenant under the Lease encumbering such Property does have an express right in the Lease to terminate the Lease with respect to such Property as a result of such eminent domain taking, then Buyer shall have, as its sole and exclusive remediesremedy, (ix) the option to terminate remove such Property from the Properties to be sold by Seller to Buyer under this Agreement in accordance with Section 14 Agreement, within ten (10) business days Business Days after its receipt of such notice from SellerSeller as set forth above, by notice in writing to Seller, or (iiy) if Buyer does not elect to terminate remove such Property from the Properties to be to be sold by Seller to Buyer under this Agreement, Buyer shall take title to the Property subject to such eminent domain taking, and Seller shall assign to Buyer any eminent domain award available to Seller with respect thereto (subject to the terms of such Lease). If Buyer exercises its right to remove any Property pursuant to this Section, the Purchase Price shall be reduced by the ACB for such Property, neither Party shall have any further rights or obligations under this Agreement with respect to such Property (except under provisions of this Agreement that expressly survive termination of this Agreement), and this Agreement shall remain in full force and effecteffect regarding the balance of the Properties, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, subject to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awardsterms hereof. In no event shall the Purchase Price be reducedreduced by reason of any damage, destruction or eminent domain taking involving any Property except as expressly set forth in this Section. This Section 16 is an express agreement to the extent contrary of any deductible amounts payable in connection with insurance proceeds assigned by Seller to BuyerSection 5-1311 of the New York General Obligations Law.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of If, before Closing, all or any portion material part of the Property by fire Land, Improvements or other casualtyPersonalty are destroyed or damaged, or become subject to condemnation or eminent domain proceedings, then Seller shall promptly notify BuyerPurchaser thereof. If Seller reasonably estimates that $50,000.00 or less is required Purchaser may elect to be expended to repair or restore proceed with the damaged or destroyed Property or portion thereof Closing ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title subject to the Property, assign other provisions of this Agreement) by delivering notice thereof to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its of receipt of Seller's notice from Seller as set forth aboverespecting the damage, by notice in writing to Sellerdestruction, or (ii) if Buyer does not elect to terminatetaking, this Agreement shall remain in full force and effect, Buyer shall take title to but the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer Company shall be entitled to all insurance proceeds or condemnation awards payable as a result of such damage or taking (and shall receive all eminent domain awards a credit at Closing for the amount of any deductible under any Insurance Policies) and, to the extent the same may be necessary and or appropriate, Seller shall assign to Buyer the Company at Closing Seller's rights to such proceeds or awards. In If, within ten (10) business days of receipt of Seller's notice respecting the damage, destruction, or taking, Purchaser notifies Seller of its intent to terminate this Agreement, or if Purchaser gives no event notice within such period, then Purchaser shall be deemed to have terminated this Agreement pursuant to Section 13(b). For the Purchase Price purposes of this Section 12, damage or a taking shall be reducedconsidered to be "material" if (x) the value of the portion of the Land, except Improvements, or Personalty damaged or taken exceeds one million dollars ($1,000,000) in value, or, in the case of a taking, if the portion of the Land, Improvements, or Personalty taken are such that they, in Purchaser's sole but reasonable discretion, materially adversely affect the ability to use the remainder for the purposes for which they are presently used, and/or (y) the amount of deductible applicable under the Company's insurance policy is unacceptable to Purchaser. The Closing Date shall be extended to the extent necessary to comply with the timing requirements of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyerthis Section 12. Section 13.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of all or any portion of the any Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this This Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. If such taking shall have a materially adverse effect upon the present use and operation of the affected Leased Property or the economic feasibility of operation thereof or shall result in the elimination of necessary legal ingress and/or egress from such Leased Property to public roads (each a "Total Taking"), then Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement with respect to such Property, with a reduction in accordance with Section 14 within ten (10) business days after its receipt the Purchase Price attributable to such Excluded Property equal to the Allocated Value of such notice from Seller, by notice in writing to SellerExcluded Property as set forth on Schedule 1, or (ii) if Buyer does not elect to terminate this AgreementAgreement with respect to such Excluded Property, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive receive, to the extent allocable to the Excluded Property, all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event If an eminent domain taking occurs with respect to any Property which is not a Total Taking, then Buyer shall still be obligated to purchase the Purchase Price affected Property and, at Seller's option (i) any award for such taking shall first be reduced, except paid to Seller to the extent of any deductible amounts payable in connection with insurance proceeds assigned by reasonably necessary to enable Seller to Buyerrepair and/or reconstruct the affected Property (which repair and/or reconstruction shall be the obligation of Seller), with any remainder of such award being paid to Buyer or (ii) the entire award for any such taking shall be paid to Buyer and Seller shall have no obligation to repair and/or reconstruct the affected Property.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of If, before Closing, all or any portion part of the Property by fire Land, Improvements or other casualtyPersonalty are destroyed or damaged, or become subject to condemnation or eminent domain proceedings (a "damage or taking"), then Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceedsPurchaser thereof. In the event of an eminent domain a damage or taking or the issuance of involving a notice of an eminent domain taking with respect to all or any portion material part of the PropertyLand, Seller shall promptly notify Buyer. Buyer shall haveImprovements or Personalty (a "material damage or taking"), as its sole and exclusive remedies, Purchaser may elect to proceed with the Closing (isubject to the other provisions of this Agreement) the option to or may terminate this Agreement in accordance with Section 14 by delivering written notice thereof to Seller within ten five (105) business days after its Purchaser’s receipt of Seller’s notice respecting the damage, destruction, or taking. If, within five (5) business days of receipt of Seller’s notice respecting such material damage or taking, Purchaser delivers written notice from Seller, by notice in writing of termination of this Agreement to Seller, or (ii) if Buyer this Agreement shall terminate and, except for obligations of Seller and Purchaser which survive termination of this Agreement, the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this Agreement as a result of the damage or taking and in such event, and Seller shall remain in full force and effectassign to Purchaser at Closing all insurance proceeds or condemnation awards payable as a result of such damage or taking. For the purposes of this Section 10, Buyer damage or a taking shall be obligated considered to consummate this transaction be "material" if the value of the portion of the Land, Improvements, or Personalty damaged or taken exceeds $500,000.00 in value, or, in the case of a taking, if the portion of the Land, Improvements, or Personalty taken are such that they materially and adversely affect the ability to use the remainder for the full Purchase Pricepurposes for which they are presently used. If the damage or taking is not a material damage or taking, and Buyer Purchaser shall not be entitled to receive all eminent domain awards andterminate this Agreement as a result thereof, to but at the extent the same may be necessary and appropriateClosing, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with Purchaser all insurance proceeds assigned by Seller to Buyeror condemnation awards payable as a result of such taking, less Seller’s actual out-of-pocket costs incurred in collecting such insurance proceeds or condemnation awards or in restoring damages resulting from the applicable casualty or condemnation.

Destruction, Damage, or Taking Before Closing. In If, before the event of damage to or destruction of Closing Date, all or any portion material part of the Property by fire is destroyed or other casualtydamaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion Purchaser thereof ("Repair Cost"a “Seller’s Notice”) as soon as reasonably possible after the occurrence of the casualty or taking. Purchaser shall deliver notice to Seller within five (5) Business Days after receipt of a Seller’s Notice of Purchaser’s election either to: (a) proceed with the Closing (subject to the other provisions of this Agreement), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the which event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer Purchaser shall be entitled to receive all eminent domain insurance proceeds (together with a credit for all applicable insurance deductibles) or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary and or appropriate, and Seller shall assign to Buyer Purchaser at Closing Seller's ’s rights to such proceeds or awards; or (b) terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If, within five (5) Business Days after Seller’s delivery of a Seller’s Notice, Seller does not receive written notice from Purchaser of Purchaser’s election pursuant to the preceding sentence, Purchaser shall be deemed to have elected to terminate this Agreement under this Section 12. If, before the Closing Date, less than a material part of the Land or Improvements is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall notify Purchaser thereof, Purchaser shall have no right to terminate this Agreement, and in such case, the parties shall proceed with the Closing, but Purchaser shall be entitled to all insurance proceeds (together with a credit for all applicable insurance deductibles) or condemnation awards payable as a result of such damage or taking and Seller shall assign to Purchaser at Closing Seller’s rights to such proceeds or awards. In no event For the purposes of this Section 12, damage or a taking shall be considered to be “material” (i) if the Purchase Price be reducedvalue of the portion of the Property damaged or taken exceeds $500,000.00, except or, (ii) in the case of a taking, if the portion of the Property taken is such that it materially adversely affects the ability to use the remainder for the purposes for which it is presently used, or (iii) any such damage would otherwise permit Tenant to terminate the Lease under the terms thereof (unless such termination right is fully and irrevocably waived by Tenant with respect to the extent of any deductible amounts payable applicable damage in connection with insurance proceeds assigned by Seller to Buyerquestion).

Destruction, Damage, or Taking Before Closing. In If, before the event of damage to or destruction of Closing Date, all or any portion part of the Property by fire is destroyed or other casualtydamaged, or becomes subject to an actual condemnation or eminent domain proceedings, then Seller shall promptly notify BuyerPurchaser thereof (a “Seller’s Notice”). If Seller reasonably estimates that $50,000.00 the damage or less taking is required to be expended to repair or restore the damaged or destroyed Property or portion thereof material ("Repair Cost"as defined below), this Agreement shall remain in full force and effect, and Purchaser may elect not to purchase the Property by delivering a written notice thereof to Seller shall, at its option, either within five (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (105) business days after its Purchaser’s receipt of notice from a Seller’s Notice, time being of the essence. Upon the delivery of such notice, the Xxxxxxx Money shall be returned by Escrow Agent to Purchaser and neither Seller as set forth abovenor Purchaser shall have any further rights or obligations hereunder, by notice except for those which survive the termination of this Agreement. If the damage or taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to Seller, proceed with such Closing or (ii) if Buyer Seller does not elect to terminate, receive written notice from Purchaser of Purchaser’s termination of this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, within five (i) the option to terminate this Agreement in accordance with Section 14 within ten (105) business days after its receipt Seller’s delivery of a Seller’s Notice, then the parties shall proceed with such notice from Seller, by notice Closing without any reduction in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price; provided, and Buyer however, that in such event, Purchaser shall be entitled to receive all eminent domain insurance proceeds which Seller may actually collect (together with a credit against the Purchase Price equal to the amount of any applicable deductible) or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), and, to the extent the same may be necessary and or appropriate, Seller shall either (a) assign to Buyer Purchaser at such Closing Seller's ’s rights to any such awardscondemnation or eminent domain awards or (b) file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that Seller would typically have proceeded for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof after first recouping its reasonable out-of-pocket third party expenses related thereto and, if requested by Purchaser, assign to Purchaser all of Seller’s right, title and interest in and to any such claim. In no event any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against any of its insurers. For the Purchase Price purposes of this Section 8, damage or a taking shall be reducednot considered to be “material” if the cost to repair or restore the portion of the Property damaged or taken does not exceed $250,000 and the damage is from a risk covered under Seller’s insurance policy, except or would not permit any Tenant to terminate its Lease, or, in the case of a taking, if the portion of the Property taken is such that none of the following would occur: (i) it would not adversely affect the Tenant’s ability to use the remainder of the Property for the purposes for which it is presently used, (ii) it would not limit or restrict ingress and egress to and from the Property and (iii) it would not reduce the remaining available number of parking spaces at the Property below the minimum legally required. Notwithstanding any election by Purchaser under this Section 8, Seller may elect (but shall not be obligated) to postpone the Closing for a reasonable period not to exceed 10 days in order to attempt to repair any such damage, in which event: (x) if Seller fails to deliver the Property in the condition required by this Agreement on or before such postponed Closing Date, Purchaser’s termination shall be effective as of such postponed Closing Date; and (y) if Seller accomplishes such repairs and restores the Property to the extent of any deductible amounts payable in connection with insurance proceeds assigned condition required by Seller this Agreement on or before such postponed Closing Date, the parties shall proceed to Buyerthe Closing as though the damage had not occurred.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of If, before Closing, all or any portion material part of the Property by fire Land, Improvements or other casualtyPersonalty are destroyed or damaged, or become subject to condemnation or eminent domain proceedings, then Seller shall promptly notify BuyerPurchaser thereof. If Seller reasonably estimates that $50,000.00 or less is required Purchaser may elect to be expended to repair or restore proceed with the damaged or destroyed Property or portion thereof Closing ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title subject to the Property, assign other provisions of this Agreement) by delivering notice thereof to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its of receipt of Seller's notice from Seller as set forth aboverespecting the damage, by notice in writing to Sellerdestruction, or (ii) if Buyer does not elect to terminatetaking, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer but Purchaser shall be entitled to receive all eminent domain insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary and or appropriate, Seller shall assign to Buyer Purchaser at Closing Seller's rights to such proceeds or awards. In If, within five business days of receipt of Seller's notice respecting the damage, destruction, or taking, Purchaser notifies Seller of its intent to terminate this Agreement, or if Purchaser gives no event notice within such period, then Purchaser shall be deemed to have terminated this Agreement pursuant to Section 13. For the Purchase Price purposes of this Section 13, a damage or a taking shall be reducedconsidered to be "material" if either (1) Existing Lender does not permit the proceeds thereof or award thereon to be used to restore the Property or (2) the value of the portion of the Land, except Improvements, or Personalty damaged or taken exceed $500,000 in value, or, in the case of a taking, if the portion of the Land, Improvements, or Personalty taken are such that (i) they materially adversely affect the ability to use the remainder for the purposes for which they are presently used, (ii) access to the extent parking lot of any deductible amounts payable in connection with insurance proceeds assigned by Seller the building is materially impaired, (iii) more than 10% of the parking spots are taken or (iv) the entrance to Buyerthe Property is materially and adversely affected.

Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of If, before Closing, all or any portion part of the Improvements are destroyed or damaged, or all or any part of the Real Property by fire becomes subject to condemnation or other casualtyeminent domain proceedings, then Seller shall promptly notify BuyerPurchaser thereof. If Seller reasonably estimates that $50,000.00 or less a material part of the Improvements is required to be expended to repair or restore the damaged or destroyed by such event, or a material portion of the Real Property is or portion thereof will ("Repair Cost")if completed as then contemplated) be taken in such condemnation proceeding, this Agreement then Purchaser shall remain in full force and effect, and Seller shall, at its option, thereupon have the right to elect to either proceed with the Closing (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title subject to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyerother provisions of this Agreement) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to or terminate this Agreement in accordance with Section 14 by delivering written notice thereof to Seller within ten (10) business days after its of receipt of Seller’s notice from Seller as set forth aboverespecting the damage, by notice in writing to Seller, destruction or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceedstaking. In the event this Agreement is not terminated as a result of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Propertysuch event, Purchaser and Seller shall promptly notify Buyer. Buyer shall have, as its sole proceed to Closing without adjustment to the Purchase Price and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer Purchaser shall be entitled to receive all eminent domain insurance proceeds or condemnation awards payable as a result of such damage, destruction or taking and, to the extent the same may be necessary and or appropriate, Seller shall assign to Buyer Purchaser at Closing all of Seller's ’s rights to such awards. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with insurance proceeds assigned or awards less any amounts applied toward reconstruction of damage. For purposes hereof, “material damage” to Improvements means damage thereto which would cost in excess of $500,000.00 to repair based on the estimate of an independent contractor selected by Purchaser from a list of three contractors provided by Seller (each of whom Seller certifies has not performed work for Seller or its affiliates in the past 12 months), but if Purchaser fails to Buyerchoose such contractor within three (3) business days of Seller’s written request then Seller may select the one to provide such estimate, and a taking of a “material part of the Real Property” for condemnation purposes is any part other than a widening of the adjacent road or highway right-of-way by fifteen (15) feet or less.