Common use of MAC Clause in Contracts

MAC. If, prior to the Closing Date, any of the Projects is destroyed or damaged by fire or other casualty, Seller will promptly give the Purchasers notice thereof. If all or a Significant Portion of any Project is so destroyed or damaged, and any of (i) the cost to repair or restore such destruction or damage is not fully recoverable from applicable insurance (subject to any deductible under any such applicable insurance policy), (ii) the cost to repair or restore such destruction or damage exceeds 40% of such Project’s Allocated Asset Value, or (iii) such destruction or damage was caused by the intentional misconduct or gross negligence of the Applicable Owner or any agent, director, or employee of the Applicable Owner or any Manager (each circumstance described in clause (i), (ii) or (iii), a “MAC”), the Purchasers will have the option to terminate this Agreement as to such Project and its Applicable Owner upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice. In the event of the termination of this Agreement as to a Project and its Applicable Owner pursuant to this Section 8.1(a), the Purchase Price shall be reduced by the Allocated Asset Value of such Project.