Common use of Insurance; Risk of Loss Clause in Contracts

Insurance; Risk of Loss. Damage. Seller assumes all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage prior to the Closing from fire or other casualty that either (a) the cost to repair or restore is equal to or greater than $1,000,000 or (b) gives rise to a right of any tenant under a Lease to terminate its Lease which is exercised, or not waived, Purchaser may either at or prior to Closing (c) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder that expressly survive the termination of this Agreement), or (d) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (including Seller's rent insurance, to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage from a fire or other casualty prior to the Closing that the cost to repair or restore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no reduction in the Purchase Price. 18.

Insurance; Risk of Loss. Damage. (a) As of the close of business on the Closing Date: (i) Seller assumes will terminate or cause its Affiliates to terminate all risks and liability for damage to or injury occurring coverage relating to the Property by fireCompany and its Subsidiaries and their respective businesses, stormassets and employees under the policies of insurance of Seller maintained for the benefit of all of its controlled subsidiaries, accidentincluding the Company and its Subsidiaries; provided, or however, that (A) no such termination of any other casualty or cause until “occurrence based” policy in force as of the Closing has been consummated. If Date shall be effected so as to prevent the Property, Company and its Subsidiaries from recovering under such policies for losses covered thereby from events occurring on or any part thereof, suffers any damage prior to the Closing from fire or other casualty Date, it being understood that either the Company and its Subsidiaries shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to the Buyer Indemnified Parties’ right to seek indemnification for such amounts in accordance with Article IX hereof; and (aB) the cost to repair or restore is equal to or greater than $1,000,000 or (b) gives rise to a right no such termination of any tenant “claims made” policy in force as of the Closing Date shall be effected so as to prevent the Company and its Subsidiaries from recovering under a Lease to terminate its Lease which is exercised, such policies for losses covered thereby arising from or not waived, Purchaser may either at out of any claim made on or prior to Closing (c) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder that expressly survive the termination of this Agreement), or (d) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (including Seller's rent insurance, to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which it being understood that the Company and its Subsidiaries shall be responsible for any deductible payable to Seller) shall be assigned to Purchaser at under the Closing. If terms of the Propertyapplicable policy in connection with any such claims, or any part thereof, suffers any damage from a fire or other casualty prior subject to the Closing that Buyer Indemnified Parties’ right to seek indemnification for such amounts in accordance with Article IX hereof; and (ii) Parent shall become solely responsible for all insurance coverage and related risk of loss with respect to the cost to repair or restore is less than $1,000,000 Company and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived Subsidiaries and their respective businesses, Purchaser agrees that it will consummate assets and employees in connection with events occurring after the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no reduction in the Purchase Price. 18Date.

Insurance; Risk of Loss. Damage. Seller assumes all risks will cause the Company and liability for damage the Subsidiaries to keep insurance policies currently maintained by the Company or injury occurring to the Property by fireSubsidiaries covering their business, stormassets and current or former employees, accidentas the case may be, or any other casualty or cause until suitable replacements therefor, in full force and effect through the close of business on the Closing has been consummated. If Date; provided, however, that (a) no termination of any “occurrence based” policy in force as of the Property, Closing Date shall be effected so as to prevent the Company and the Subsidiary from recovering under such policies for losses covered thereby from events occurring on or any part thereof, suffers any damage prior to the Closing from fire or other casualty that either (a) the cost to repair or restore is equal to or greater than $1,000,000 or (b) gives rise to a right close of any tenant under a Lease to terminate its Lease which is exercised, or not waived, Purchaser may either at or prior to Closing (c) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder that expressly survive the termination of this Agreement), or (d) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (including Seller's rent insurance, to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid business on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which it being understood that the Company and the Subsidiary shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to Sellereach Buyer Group Member’s right to seek indemnification for any such amounts or any amounts in excess of any policy limits in accordance with Article XI hereof; and (b) no termination of any “claims made” policy in force as of the Closing Date shall be assigned effected so as to Purchaser at prevent the Closing. If Company and the Property, Subsidiary from recovering under such policies for losses covered thereby arising from or out of any part thereof, suffers any damage from a fire claim made on or other casualty prior to the close of business on the Closing Date, it being understood that the cost Company and the Subsidiary shall be responsible for any deductible payable under the terms of the applicable policy in connection with any such claims, subject to repair each Buyer Group Member’s right to seek indemnification for any such amounts or restore is less than $1,000,000 any amounts in excess of any policy limits in accordance with Article XI hereof. From and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate after the Closing Date, Buyer shall be solely responsible for maintaining all insurance coverage for the Company and accept the assignment of Subsidiaries for all losses incurred following the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees Closing Date, subject to the assignment) and there shall be no reduction provisions of this Section 8.4. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in the Purchase Price. 18order to make filing with insurance carriers or self insurance regulators from another party hereto, such other party will promptly supply such information.

Insurance; Risk of Loss. Damage. Seller assumes (a) The Buyer shall become ----------------------- solely responsible for all risks insurance coverage (including, without limitation, workers compensation policies) and liability for damage to or injury related risk of loss based on events occurring after the Closing Date with respect to the Property by fireSurviving Corporation, stormthe Subsidiaries and their respective businesses, accidentProperties and employees. The Sellers are and shall remain solely responsible for all insurance coverage (including, without limitation, workers compensation policies) and related risk of loss based on events occurring on or any other casualty or cause until the Closing has been consummated. If the Property, or any part thereof, suffers any damage prior to the Closing from fire or other casualty that either Date (a) the cost to repair or restore is equal to or greater than $1,000,000 or (b) gives rise to a right of any tenant under a Lease to terminate its Lease which is exercised, whether or not waived, Purchaser may either at or prior to Closing (c) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder that expressly survive the termination of this Agreement), or (d) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (including Seller's rent insurance, to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage from a fire or other casualty claim has been filed prior to the Closing Date) with respect to the Surviving Corporation, the Subsidiaries and their respective businesses (including the business associated with the Assigned Contracts), Properties and current or former employees (including the employees associated with the business of the Assigned Contracts). If the errors and omissions insurance policies currently maintained by the Company or the Subsidiaries covering their respective businesses, Properties and current or former employees, as the case may be, provides insurance coverage for events occuring prior to or during the time period for which the insurance policy has been most recently renewed, the Surviving Corporation shall keep such current errors and omissions policies, or purchase policies with coverages, deductibles and limitations that are no less favorable than those in effect on the cost date hereof, for at least 42 months following the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to repair make filing with insurance carriers or restore is less than $1,000,000 self insurance regulators from another party hereto, the other party will promptly supply such information. To the extent that any insurance policies owned or controlled by the Sellers or any of their Affiliates ("Sellers' Insurance ------------------ Policies") cover any loss, liability, claim, damage or expense relating to the -------- Company or any Subsidiary ("Subject Company Liabilities") and does not give rise relating to or --------------------------- arising out of events or occurrences prior to the Closing, the Sellers shall cooperate and cause their Affiliates to cooperate with the Buyer, the Surviving Corporation or any Subsidiary, as applicable, in submitting and pursuing any Subject Company Liabilities relating to or arising out of events occurring prior to the Closing on behalf of the Buyer, the Surviving Corporation or any Subsidiary, as applicable, under the Sellers' Insurance Policies. The Sellers acknowledge and agree that they have no claims, rights or recourse against the Surviving Corporation or any Subsidiary for any premiums or other costs relating to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no reduction in the Purchase Price. 18Sellers' Insurance Policies.

Insurance; Risk of Loss. Damage. Seller assumes At all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause times until the Closing has been consummated. If , Seller shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, or any part thereof, suffers any damage it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through Closing. In the event that prior to the Closing from fire Date, the Improvements on the Property are damaged, destroyed, or rendered unusable by fire, or other casualty that either cause (a) “Casualty”), and the cost to repair or restore is equal to or greater than such Casualty shall exceed $1,000,000 or (b) gives rise to a right of any tenant under a Lease to terminate its Lease which is exercised300,000.00, or not waived, then the Purchaser may either at or prior to Closing (c) terminate this AgreementContract by notice to the Seller within ten (10) days of Purchaser’s receipt of Seller’s notice of such damage or proceeding, in which event case the Xxxxxxx Money Deposit shall be refunded to Purchaser, and thereafter neither party shall have any further right obligation or obligation hereunder (liability to the other than with respect to obligations hereunder that expressly survive the termination by virtue of this AgreementContract, except as otherwise expressly provided herein. In the event Purchaser shall not elect to terminate this Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is less than $300,000.00 (for which no termination right shall apply under this Section), or (d) consummate but only if the ClosingCasualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have otherwise had in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage on the Property (including Seller's any rent insurance, loss insurance allocable to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income period from the Property for the period prior to and including after the Closing Date, all of which ) plus Seller shall be payable to Seller) pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage from a fire or other casualty prior to proceed with the Closing that on the cost to repair or restore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate Property in its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be then “as-is” condition with no reduction in the Purchase Price. 18.

Insurance; Risk of Loss. Damage. Seller assumes At all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause times until the Closing has been consummated. If , Seller shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, or it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through Closing. If at any part thereof, suffers any damage time prior to the Closing from Date any portion of the Property is destroyed or damaged as a result of fire or any other casualty and if such casualty is a covered risk under any such casualty insurance and any such carrier certifies that either such casualty is a covered risk and certifies that the carrier will pay a claim for such casualty, (a“Casualty”), Seller shall promptly give written notice (“Casualty Notice”) thereof to Purchaser. If the Property is the subject of a Casualty, Purchaser shall have the right, at its sole option, of terminating this Contract (by written notice to Seller given within ten (10) business days after receipt of the Casualty Notice from Seller) unless the cost to fully repair or restore such damage is equal less than One Hundred Thousand Dollars ($100,000.00). If a Casualty Notice is given to or greater Purchaser less than $1,000,000 or ten (b10) gives rise business days prior to Closing, at Purchaser’s option, Closing shall be postponed to a right date not earlier than ten (10) business days after Purchaser’s receipt of any tenant under a Lease the Casualty Notice. If Purchaser terminates this Contract pursuant to terminate its Lease which is exercisedthis Section 16, or the Deposit shall be returned to Purchaser by Escrow Holder. If Purchaser does not waived, Purchaser may either at or prior to Closing (c) terminate this AgreementContract, in which event the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder that expressly survive the termination of this Agreement), or (d) consummate the Closing, in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage (including Seller's rent insurance, with respect to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion Property paid between the date of such proceeds paid or to this Contract and the Closing Date shall be paid on account to Purchaser at the time of the loss of rents or other income from Closing and all unpaid claims and rights in connection with losses to the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at Closing without in any manner affecting the ClosingPurchase Price. If the PropertyProperty is the subject of a Casualty, or any part thereofbut Purchaser does not have the right to terminate this Contract pursuant to the provisions of this Section 16, suffers any then Seller shall cause all temporary repairs to be made to the Property as shall be required to prevent further deterioration and damage from a fire or other casualty to the Property prior to the Closing that Date. Seller shall have the cost right to repair or restore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of be reimbursed from the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees with respect to the assignment) Property paid between the date of this Contract and there the Closing Date for the cost of all such repairs made pursuant to this Paragraph. Except for the obligation of Seller to repair the Property set forth in this Paragraph, Seller shall be have no reduction other obligation to repair any Casualty, damage or destruction in the Purchase Price. 18event Purchaser does not elect to terminate this Contract pursuant to the provisions of this Paragraph and in such event, Purchaser shall accept the Property at Closing as damaged or destroyed by the Casualty and Purchaser shall have the right to enter the Property prior to Closing for the purpose of performing such repairs thereto as are reasonably necessary to protect the Property against further damage prior to the Closing Date.

Insurance; Risk of Loss. Damage. Seller assumes At all risks and liability for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause times until the Closing has been consummated. If , Seller shall maintain in full force and effect casualty and liability insurance on or with respect to the Property, or any part thereof, suffers any damage it being understood and agreed that all risk of loss with respect to the Property shall remain with Seller through Closing. In the event that prior to the Closing from fire Date, the Improvements on the Property are damaged, destroyed, or rendered unusable by fire, Condemnation, or other casualty that either cause (a) “Casualty”), and the cost to repair or restore is equal to or greater than such Casualty shall exceed $1,000,000 or (b) gives rise to a right of any tenant under a Lease to terminate its Lease which is exercised300,000.00, or not waived, then the Purchaser may either at or prior to Closing (c) terminate this AgreementContract by notice to the Seller within ten (10) days of Purchaser’s receipt of Seller’s notice of such damage or proceeding, in which event case the Xxxxxxx Money Deposit shall be refunded to Purchaser, and thereafter neither party shall have any further right obligation or obligation hereunder (liability to the other than with respect to obligations hereunder that expressly survive the termination by virtue of this AgreementContract, except as otherwise expressly provided herein. In the event Purchaser shall not elect to terminate this Contract or in the event Purchaser fails timely to terminate this Contract pursuant to the foregoing or in the event of any damage or destruction to such improvements the cost of repair for which is less than $300,000.00 (for which no termination right shall apply under this Section), or (d) consummate but only if the ClosingCasualty is an insured risk under the applicable commercial property insurance policy then carried by Seller, Purchaser shall be entitled to receive at Closing an absolute assignment from Seller of any interest Seller may have otherwise had in which latter event all of Seller's right, title and interest in and to the proceeds of any insurance covering such damage on the Property (including Seller's any rent insurance, loss insurance allocable to the extent assignable) plus an amount equal to Seller's deductible under its insurance policy (less any portion of such proceeds paid or to be paid on account of the loss of rents or other income period from the Property for the period prior to and including after the Closing Date, all of which ) plus Seller shall be payable to Seller) pay any deductible under said commercial property insurance less any costs incurred by Seller in securing such proceeds and/or adjusting the loss and/or in undertaking any required repairs and Purchaser shall be assigned to Purchaser at the Closing. If the Property, or any part thereof, suffers any damage from a fire or other casualty prior to proceed with the Closing that on the cost to repair or restore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate Property in its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be then “as-is” condition with no reduction in the Purchase Price. 18.