Common use of Major Damage Clause in Contracts

Major Damage. In the event of Major Damage to a Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect to terminate this Agreement with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior “Major” loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Seller Deposit shall have no obligation be returned to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If neither Seller nor Purchaser does not elect elects to terminate this Agreement within fifteen (15) days after Seller sends Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller’s insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof (provided that in the event of uninsured damage, such reduction in the Purchase Price shall equal the estimated cost of such repairs). Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a that the Property is damaged or destroyed by fire or other casualty prior to Closing, and the Closing Datecost of repair is more than $250,000, then the applicable Seller shall have no obligation to repair such Major Damage damage or destruction and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) 10 days after Purchaser’s receipt of the Damage NoticeNotice (“Purchaser’s Casualty Termination Period”), Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Contract by delivering written notice to Seller, in which case the Escrow Agent shall deliver to Purchaser the Refundable Initial Deposit Component and the Additional Deposit (if such Additional Deposit is then deposited in escrow) (subject to Purchaser’s Representativeobligation to return the Third-Party Reports and all information and Materials provided by Seller to Purchaser) and the Non-Refundable Initial Deposit Component shall be delivered to Seller. If In the event Purchaser does not elect fails to terminate this Agreement with respect to Contract within the damaged Propertyforegoing 10-day period, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) Contract for the full Purchase Price for the damaged Property Price, notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ ’s rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); . Notwithstanding anything herein to the contrary, in the event of a casualty under this Section 11.1, should Purchaser elect not to terminate the Contract as set forth herein, the Closing shall occur on the later of (a) 30 days after the earlier of (i) the date that Purchaser has notified Seller of Purchaser’s election not to terminate this Contract or (ii) the date of the expiration of Purchaser’s Casualty Termination Period, as applicable, or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, Closing Date as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act defined in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Section 5.1.

Major Damage. In the event of Major Damage to a Property prior to the Closing Date"Major" loss or damage, then the applicable Seller shall promptly deliver written notice thereof to Purchaser and Purchaser may elect to either (i) terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and neither party shall have no obligation any further rights or obligations hereunder (except those obligations of a party that expressly survive the termination of this Agreement), or (ii) waive such termination right and proceed with Closing. If Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) business days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect, construction company, or estimator in accordance with Section 7.3 hereof), then Purchaser may elect at its option shall be deemed to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect have elected to terminate this Agreement Agreement. In the event that Purchaser elects to proceed with Closing, Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any insurance policies (including any rent loss insurance applicable to any period on and after the Closing Date) or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be extended a reasonable time, not to exceed thirty (30) days, in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior “Major” loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Seller Deposit plus all interest thereon shall have no obligation be returned to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If neither Seller nor Purchaser does not elect elects to terminate this Agreement within fifteen (15) days after Seller sends Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller’s insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof (provided that in the event of uninsured damage, such reduction in the Purchase Price shall equal the estimated cost of such repairs). Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a "Major" loss or damage to, or condemnation of, the Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Noticeany portion thereof, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller’s Representative, in which event the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of such Major loss, damage or condemnation (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser, without representation, warranty or recourse to Seller, all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies and rent insurance proceeds or condemnation awards relating to the premises in question, after deduction of Seller's expenses of collection and amounts expended by Seller in Seller's reasonable discretion to prevent further damage to the Property or to alleviate unsafe conditions at the Property caused by casualty or condemnation. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof and, with respect to rent insurance proceeds, Seller shall obtain written confirmation from the applicable insurance carrier that it shall recognize the assignment of proceeds by Seller to Purchaser for the period after the Closing and shall continue to make payments of such proceeds to Purchaser as if the Closing had not occurred. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of a Major Damage Loss to a Property prior Property, either (a) the Affected Seller or Purchaser may terminate this Agreement as to the Closing DateDamaged Property only by written notice to the other party within the time periods provided in this Section 7.2, then in which event the applicable Seller Purchase Price shall be reduced by the Allocated Purchase Price for the Damaged Property and the Damaged Property shall for all purposes be deemed to have been removed from this Agreement, or (b) Purchaser may terminate this Agreement as to all Properties. In such an event, neither party hereto shall have no obligation any further rights, obligations or liabilities hereunder with respect to repair such Major Damage and shall notify Purchaser the Damaged Property (in writing the case of such damage subclause (a) above) or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt all of the Damage NoticeProperties (in the case of subclause (b) above) except to the extent that any right, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representativeobligation or liability set forth herein expressly survives termination of this Agreement. If neither the Affected Seller nor Purchaser elects to terminate this Agreement as to the Damaged Property, or if Purchaser does not elect to terminate this Agreement in its entirety, within ten (10) days after Seller Contract Agent sends Purchaser written notice of the occurrence of the Major Loss, then the Affected Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event the Affected Seller shall, at its option, either (i) perform any necessary repairs to the Damaged Property to place the Damaged Property in substantially the same condition as existed prior to the Major Loss, or (ii) assign to Purchaser all of its right, title and interest to any claims and proceeds the Affected Seller may have with respect to any casualty insurance policies or condemnation awards relating to the damaged PropertyDamaged Property (other than proceeds of business interruption or rent loss insurance payable with respect to periods prior to Closing). In the event that the Affected Seller elects to proceed under subsection (i) above, this transaction the Affected Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be closed extended a reasonable time in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) order to allow for the full completion of such repairs but no extension shall be for more than 60 days. If Seller elects to proceed under subsection (ii) above, the Allocated Purchase Price for the damaged Damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver shall be reduced by an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect amount equal to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against deductible amount under the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Affected Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior "Major" loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Deposit shall be returned to Purchaser. If neither Seller shall have no obligation nor Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of such Major loss or damage or threatened Major loss or damage in the case of condemnation or eminent domain proceedings (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may elect at its option have with respect to give any casualty insurance policies or condemnation awards and the proceeds of any rent loss insurance relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be extended a Termination Notice reasonable time in order to allow for the damaged Property to Seller’s Representativecompletion of such repairs. If Purchaser does not elect Seller elects to terminate this Agreement assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a "Major" loss or damage to, or Condemnation of, the Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Noticeany portion thereof, Purchaser may elect at its option terminate this Agreement by written notice to give a Termination Notice for the damaged Property Seller, in which event the Deposit and the Loan Deposit shall be returned to Purchaser, less out-of-pocket costs incurred by Seller in connection with the Loan and Seller's Calculated Damages (as hereinafter defined) (if the Loan Deposit has theretofore been provided by Purchaser to Seller’s Representative, and except to the extent provided in Article X). If Purchaser does not elect to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of such Major loss, damage or Condemnation (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser, without representation, warranty or recourse to Seller, all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or Condemnation awards relating to the premises in question, after deduction of Seller's reasonable expenses of collection and amounts expended by Seller in Seller's reasonable discretion to prevent further damage to the Property or to alleviate unsafe conditions at the Property caused by casualty or Condemnation. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage "Major" loss or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Noticedamage, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller’s Representative, in which event the Deposit and any accrued interest thereon shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Purchaser shall be deemed to have elected to proceed with the Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of the Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. In addition to the foregoing, if Seller elects to assign a casualty claim to Purchaser, Purchaser shall have the right to enter upon the Property to make such repairs as may be necessary to stabilize the Improvements against further damage and to secure the Improvements against vandalism and the like, provided that in such event Purchaser hereby agrees to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or resulting from any repairs performed by Purchaser or its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive the Closing or any termination of this Agreement. Upon the Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage "major" loss or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Noticedamage, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller’s Representative, in which event the Xxxxxxx Money shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) business days after Seller sends Purchaser written notice of the occurrence of major loss or damage, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies (including without limitation business interruption or rent insurance proceeds for the damaged period from and after Closing) or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, this transaction Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be closed extended a reasonable time not to exceed ninety (90) days in accordance with order to allow for the terms completion of this Agreement either, at such repairs. If Seller elects to assign the election of the applicable Sellercasualty claim to Purchaser, (a) for the full Purchase Price for shall be reduced by an amount equal to the damaged Property notwithstanding any such damage or destructiondeductible amount under Seller's insurance policy, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against at the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject PropertyClosing (1) Seller shall, plusif necessary, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided aboveall of its right, title and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant interest in and agree that the adjuster shall act in accordance with standard to all insurance industry protocols in processing such claim proceeds (including, without limitation, business interruption or rent insurance proceeds) payable by reason of such damage or all awards payable by reason of such taking, (2) Seller shall assign and pay over to Purchaser the time taken amount of such proceeds or award, if any, received by Seller prior to process the date of the Closing less any reasonable expenses paid out by Seller or incurred in obtaining such claim)award, and (3) Seller shall not settle or compromise any claim for such proceeds or award without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Major Damage. In the event of Major Damage to a Property prior "Major" loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Deposit shall be returned to Purchaser. If neither Seller shall have no obligation nor Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser, without representation, warranty or recourse to Seller, all of Seller's right, title and interest in and to any claims and proceeds Seller may elect at its option have with respect to give any net casualty insurance policies or net condemnation awards relating to the premises in question (that is, after expense of collection), subject however, to Seller's right to receive reimbursement therefrom of any amounts paid or incurred by Seller for or on account of any amounts paid or incurred by Seller for or on account of repairs and/or restoration of the Property prior to Closing. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a Termination Notice reasonable time in order to allow for the damaged Property to Seller’s Representativecompletion of such repairs. If Purchaser does not elect Seller elects to terminate this Agreement assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior "major" loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Exxxxxx Money shall be returned to Purchaser. If neither Seller shall have no obligation nor Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of major loss or damage, then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs at Seller's sole cost and expense, or (b) assign to Purchaser all of Seller's right, title and interest to any claims and proceeds Seller may elect at its option have with respect to give any casualty insurance policies (with a Termination Notice credit to Purchaser for any deductible) or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the damaged Property to Seller’s Representativecompletion of such repairs. If Purchaser does not elect to terminate this Agreement Upon Closing, full risk of loss with respect to the damaged Property shall pass to Purchaser. For purposes of Sections 7.1 and 7.2, "major" loss or damage refers to the following: (i) loss or damage to the Property or any portion thereof such that the cost of repairing or restoring the premises in question to a condition substantially identical to that of the premises in question prior to the event of damage would be, in the certified opinion of a mutually acceptable architect, equal to or greater than One Million Dollars ($1,000,000.00), (ii) any loss due to a condemnation which permanently and materially impairs the current use of the Property, this transaction shall be closed in accordance with (ii) an event that permits the terms of this Agreement either, at the election termination of the applicable SellerAvelo Lease, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (biii) Purchaser shall receive a credit against any loss which would take longer than eighteen (18) months to repair or restore the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act premises in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)question.

Major Damage. In the event of Major Damage a "major" loss or damage (being defined as any loss or damage which is not "minor" as defined hereinabove or a condemnation not minor and of a portion of the Property whereby five percent (5%) or more of the parking spaces on the Property are lost), Purchaser shall have the option of either: (a) terminating this Contract by written notice to a Property prior Seller, in which event the Xxxxxxx Money Deposit shall, to the Closing Dateextent delivered to the Title Company, then be returned to Purchaser as Purchaser's sole and exclusive remedy, and Seller and Purchaser shall be released from any and all liability hereunder (expressly excluding, however, Purchaser's indemnity of Seller under Section 3.06 which shall survive any termination of this Contract by either party hereto); or (b) proceeding with the applicable Closing, provided Seller shall assign all of Seller's right, title and interest to any claims and proceeds Seller may have no obligation with respect to repair any casualty insurance policies, including, rental interruption insurance proceeds, or condemnation awards relating to the Property and Purchaser shall receive a credit against the Purchase Price in an amount equal to the deductible under any such Major Damage and shall notify insurance policy to the extent such deductible is applicable to any such major loss or damage, but not otherwise. Seller agrees to furnish Purchaser in writing written notice of any such damage or destruction loss, including any claims adjuster's estimate, within ten (10) days after the “Damage Notice”)occurrence of any such damage or loss. Within In the event Purchaser fails to deliver written notice to Seller of Purchaser's election hereunder, within ten (10) days after Purchaser’s 's receipt of written notice from Seller of the Damage Noticeoccurrence of a "major" loss or damage, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect to terminate this Agreement with respect to the damaged Property, this transaction shall be closed in accordance with deemed to have elected the terms of this Agreement either, at the election of the applicable Seller, option set forth under subparagraph (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)this Section.

Major Damage. In the event of Major Damage to a Property prior to the Closing Date, then the applicable Seller shall promptly notify Buyer of the occurrence of any "Major" loss or damage, which notice shall state the cost of repair or restoration thereof as opined by an architect or other qualified expert in accordance with Section 7.3 hereof. Buyer shall have no obligation the right, exercisable by giving written notice to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within Seller within ten (10) days after Purchaser’s receipt of Seller's written notice, to terminate this Agreement in which event the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representativeprovisions of Section 3.3 shall apply. If Purchaser Buyer does not elect to terminate this Agreement within said ten (10) day period, then Buyer shall be deemed to have elected to proceed with Closing. In that event Seller shall at Seller's option either (a) perform any necessary repairs, or (b) cause the Closing to occur promptly and assign to Buyer through Escrow all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. If Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly, and the date of Closing shall be extended for a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Buyer, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Buyer.

Major Damage. In the event of Major Damage to a Property prior “major” loss or damage, Seller shall promptly notify Purchaser of such loss or damage and either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Exxxxxx Money shall be returned to Purchaser. If neither Seller shall have no obligation nor Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) business days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of major loss or damage, then Seller and Purchaser may elect shall be deemed to have elected to proceed with Closing, in which event Seller shall, at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If option, either (a) perform any necessary repairs, or (b) assign to Purchaser does not elect all of Seller’s right, title and interest to terminate this Agreement any claims and proceeds Seller may have with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage casualty insurance policies or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect condemnation awards relating to the insurance claim premises in question (and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit be credited against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and PurchaserPrice). In the event a that Seller elects to assign perform repairs upon the Property, Seller shall use reasonable efforts to complete such Seller's rights repairs promptly and obligations the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. Upon Closing, full risk of loss with respect to the insurance claim Property shall pass to Purchaser. For purposes of sections 7.1 and related casualty 7.2, “major” loss or damage refers to Purchaser as provided abovethe following: (i) loss or damage to the Property or any portion thereof such that the cost of repairing or restoring the premises in question to a condition substantially identical to that of the premises in question prior to the event of damage would be, in the certified opinion of a mutually acceptable architect, equal to or greater than Seven Hundred Fifty Thousand Dollars ($750,000); (ii) any loss that results in a tenant of the Property validly terminating its Lease, and if an AIMCO employee is (iii) any loss due to a condemnation which permanently and materially impairs the adjuster for current use of the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Property.

Major Damage. In the event of Major Damage a “major” loss or damage (being defined as any loss or damage which (i) is not “minor” as defined hereinabove, or (ii) gives Lessee the right to a Property prior to terminate either of the Closing DateLeases), then the applicable Buyer or Seller shall have no obligation the option of terminating this Agreement by written notice to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within other party given not later than ten (10) days after Purchaser’s receipt the confirmation by the architect as provided above, in which event the Deposit shall be returned to Buyer and Seller and Buyer shall thereupon be released from any and all liability hereunder, except for indemnities or other provisions which expressly survive the early termination of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representativethis Agreement. If Purchaser does not elect neither Seller nor Buyer elects to terminate this Agreement by the expiration of such ten (10) day period (with respect a failure to make any type of election during the ten (10) day period being deemed to be Buyer’s and Seller’s election to proceed to the damaged Property, this transaction shall be closed Closing in accordance with the terms hereof), Buyer and Seller shall proceed with the Close of this Agreement eitherEscrow, at provided that Buyer shall have the election right to elect to not later than ten (10) days after the expiration of the applicable ten (10) day termination period to either (A) postpone the Close of Escrow until Seller has completed the repair and reconstruction, or (B) proceed with the Close of Escrow in which event Seller shall assign all of Seller’s right, (a) for the full Purchase Price for the damaged Property notwithstanding title and interest to any such damage or destruction, claims and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations proceeds Seller may have with respect to the insurance claim and related to such any casualty, rental loss and thereafter Purchaser shall receive all remaining other insurance proceeds pertaining policies relating to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith Property, and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser Buyer shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair in an amount equal to the subject Property, plus, to the extent covered by such Seller’s insurance policy, aggregate amount of any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to deductible(s) under the insurance claim and related casualty policies assigned to Purchaser as provided aboveBuyer, and if together with the uninsured or underinsured portion of any such damage, or amount that any insurer disputes. Failure by Buyer to make an AIMCO employee is election within such ten (10) day period shall be deemed to be an election by Buyer under clause (ii) immediately above to proceed with the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Close of Escrow.

Major Damage. In the event of Major Damage to a Property prior "Major" loss or damage, ------------ either Seller or Buyer may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Deposit and all interest thereon shall be returned to Buyer. If neither Seller shall have no obligation nor Buyer elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) business days after Purchaser’s receipt Seller sends Buyer written notice of the Damage Noticeoccurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect or other qualified expert in accordance with Section 7.3 hereof), Purchaser then Seller and Buyer shall be deemed to have elected to proceed with Closing. In that event Seller shall, at Buyer's option, either (a) perform any necessary repairs, or (b) assign to Buyer all of Seller's right, title and interest in and to any cla ims and proceeds Seller may elect at its option have with respect to give any casualty insurance policies or condemnation awards relating to the premises in question. If Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to commence and complete such repairs promptly, and the date of Closing shall be extended a Termination Notice reasonable time in order to allow for the damaged Property to Seller’s Representativecompletion of such repairs. If Purchaser does not elect Seller assigns a casualty claim to terminate this Agreement Buyer, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Buyer.

Major Damage. In the event of Major Damage a "Major" loss or damage to a Property the Real Property, Purchaser may terminate this Agreement by written notice to the Seller given prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing restoration of such damage or destruction (loss and damage, in which event the “Damage Notice”). Within ten (10) days after Deposit shall be promptly returned to Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does has not elect elected to terminate this Agreement within twenty (20) days after Seller sends Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the estimated cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3), then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds as the result of such loss or damage Seller may have with respect to any property insurance policies or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Real Property, Seller shall use commercially reasonable efforts to complete such repairs promptly and the Closing Date shall be extended a reasonable time (not to exceed a total of one hundred fifty (150) days) in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a “Major” loss or damage to, or condemnation of, the Parcels, the Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Noticeany portion thereof, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller’s Representative, in which event the Termination Provisions shall apply. If Purchaser does not elect to terminate this Agreement within ten (10) Business Days after Seller sends Purchaser written notice of the occurrence of such Major loss, damage or condemnation (which notice shall state the anticipated cost of repair or restoration thereof and the anticipated time to effect the same as estimated by an architect, in writing), then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall assign to Purchaser, without representation, warranty or recourse to Seller, all of Seller’s right, title and interest in and to any Net Proceeds. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms pass to Purchaser. The provisions of this Agreement either, at Section 5.2 constitute an express provision superseding the election provisions of the applicable Selleruniform vendor and purchaser act a/k/a general obligations law §5-1311, or any and all laws, orders, rules, regulations or requirements amending or modifying the same. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (ai) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim Leasehold Parcel, Section 5.1 and related this Section 5.2 shall be subject in all respects to such casualty, the rights of Elmsford 1705 under the Ground Lease (including without limitation Articles 20 and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim 21 thereof) and (plus a credit against the applicable Purchase Price at Closing ii) in the amount event that the Ground Lease shall be terminated as a result of any deductible payable loss or damage to, or condemnation of, the Leasehold Parcel, the Property or any portion thereof (irrespective of whether such loss, damage or condemnation is “Major”), then either Seller or Purchaser may terminate this Agreement by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair written notice to the subject Propertyother Party, plus, to in which event the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster Termination Provisions shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)apply.

Major Damage. In the event of Major Damage to a Property prior "Major" loss or damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Deposit shall be returned to Purchaser. Seller shall have no obligation may elect to repair such Major Damage and shall notify terminate this Agreement by written notice to Purchaser in writing of such damage or destruction (the “Damage Notice”). Within given within ten (10) days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Notice, occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof). Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect to terminate this Agreement either by (a) written notice to Seller of such termination given within ten (10) days after Seller sends Purchaser written notice of the occurrence of such Major loss or damage, or (b) failing to give Seller written notice during such ten (10) day period. In the event neither Seller nor Purchaser so elects to terminate this Agreement, then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, (i) the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof, and (ii) Seller shall execute, acknowledge and deliver to Purchaser at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Seller and without recourse to Seller, of Seller's interest in any insurance or condemnation proceeds which may be payable to Seller as a result of such casualty or taking, subject, however, to Seller's right to receive reimbursement therefrom of any reasonable amounts paid or incurred by Seller for or on account of repairs and/or restoration to the Property prior to the Closing. Upon Closing, full risk of loss with respect to the damaged PropertyProperty shall pass to Purchaser. Notwithstanding anything hereinbefore provided to the contrary, this transaction shall be closed in accordance with the terms case of this Agreement eithera casualty, Seller shall, on or prior to the Closing, endeavor to obtain a written acknowledgement from its insurance carrier in which such carrier agrees as to the amount of the insurance proceeds and its obligation to pay such proceeds to Seller. If, at the election Closing, Seller is unable to provide Purchaser with such acknowledgement, Seller shall be entitled, upon written notice delivered to Purchaser at or prior to the Closing, to reasonable adjournments of the applicable Sellerdate of Closing one or more times, for a period or periods not to exceed, in the aggregate, fifteen (15) days, to enable Seller to obtain such acknowledgement. If Seller does not so elect to adjourn the Closing, or if at the adjourned date Seller is still unable to provide such acknowledgement, then (a) for Purchaser may, at its option, terminate this Agreement by written notice to Seller, in which event the full Purchase Price for sole liability of Seller shall be to direct Escrow Agent to refund the damaged Property notwithstanding any such damage or destructionDeposit to Purchaser, and to refund to Purchaser shallthe title examination, at Closing, execute search and deliver an assignment and assumption (survey charges referred to in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs)Section 2.2 above; or (b) Purchaser may purchase the Property without such acknowledgement. Upon such refund being made to Purchaser in accordance with clause (a) of the immediately preceding sentence, then this Agreement shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs automatically become void and of repair no further force or effect, and neither party shall have any obligations of any nature to the subject Propertyother hereunder or by reason hereof, plusexcept obligations which, pursuant to the extent covered by such Seller’s insurance policyprovisions of this Agreement, any costs required pursuant are expressly stated to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchasersurvive the termination of this Agreement. In the event a If Seller elects to assign such Seller's rights and obligations with respect to adjourn the insurance claim and related casualty to Purchaser Closing as provided above, and if an AIMCO employee is the adjuster this Agreement shall remain in effect for the claim related theretoperiod or periods of adjournments, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)its terms.

Major Damage. In the event of Major Damage to a “Major” loss or damage to, or condemnation of, the Property prior to the Closing Dateor any portion thereof, then the applicable Buyer may terminate this Agreement by written notice to Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within within ten (10) days after Purchaser’s receipt Seller gives Buyer written notice of the Damage Noticeoccurrence of such Major loss, Purchaser may elect at damage or condemnation (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 9.4). In the event Buyer gives notice of its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect election to terminate this Agreement prior to expiration of such 10-day period, this Agreement shall terminate and the Deposit shall be returned to Buyer. If Buyer does not give such notice of its election to terminate prior to expiration of such 10-day period, then Buyer shall be deemed to have elected to proceed with Closing, in which event (a) Seller shall not be obligated to repair or restore the Property except to secure the Improvements from the elements; (b) Seller shall assign to Buyer, all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage casualty insurance policies or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect condemnation awards relating to the insurance claim and related premises in question; (c) Buyer will be entitled to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair equal to the subject Property, plus, to the extent covered by such deductible amount under Seller’s insurance policy, minus any costs required actual sums reasonably expended by Seller in repairs or restoration to secure the Improvements from the elements to the extent such sums are recoverable under the applicable casualty insurance policies or condemnation awards assigned to Buyer pursuant to local code clause (b) (with back-up documentation delivered to Buyer); and (d) if the insurance proceeds and the deductible are insufficient to allow Buyer to repair the loss or zoning requirementsdamage to the Property to the condition of the Property prior to the damage, Buyer will also be entitled to a credit against the Purchase Price equal to such additional sums of money as may be reasonably necessary to complete such repair as determined by an independent third party reasonably acceptable to such Seller and Purchaserin accordance with Section 9.3. In the event a Seller elects to assign such Seller's rights and obligations Upon Closing, full risk of loss with respect to the Property shall pass to Buyer. If Seller receives any insurance claim and related casualty or condemnation proceeds then Seller shall deliver same to Purchaser as provided aboveBuyer at Closing, and or if an AIMCO employee is the adjuster for the claim related theretoreceived by Seller after Closing, Sellers covenant and agree that the adjuster promptly after receipt. The provisions of Article 9 shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)survive Closing and/or termination of this Agreement.

Major Damage. In the event of Major Damage to a Property prior to the Closing Date“major” loss or damage, then the applicable Seller shall promptly give written notice thereof to Purchaser. Purchaser shall have no obligation the right to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement by written notice to Seller within ten (10) business days after Purchaserfollowing the date upon which Purchaser receives Seller’s receipt written notice, in which event the Eaxxxxx Xoney shall be returned to Purchaser (and one-half (½) of the Damage NoticeContingency Payments shall be delivered to Purchaser pursuant to Section 3.4(b) of this Agreement, Purchaser may elect at its option to give a Termination Notice the extent applicable) and neither party shall have any further liability to the other except as expressly provided for the damaged Property to Seller’s Representativeherein. If Purchaser does not elect to so terminate this Agreement within such ten (10) business days, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage casualty insurance policies or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect condemnation awards relating to the insurance claim premises in question (and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser self-insured retention shall receive a credit be credited against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and PurchaserPrice). In the event a that Seller elects to assign perform repairs upon the Property pursuant to the foregoing sentence, Seller shall complete such repairs promptly, at Seller's rights ’s sole cost and obligations expense and to Purchaser’s reasonable satisfaction and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs to Purchaser’s reasonable satisfaction. Upon Closing, full risk of loss with respect to the insurance claim Property shall pass to Purchaser. For purposes of Sections 7.1 and related casualty 7.2, “major” loss or damage refers to Purchaser as provided above, and if an AIMCO employee is the adjuster for following: (i) loss or damage to the claim related thereto, Sellers covenant and agree Property or any portion thereof such that the adjuster shall act cost of repairing or restoring the premises in accordance with standard insurance industry protocols question to a condition substantially identical to that of the premises in processing such claim question prior to the event of damage would be, in the certified opinion of a mutually acceptable architect, equal to or greater than ten percent (including, without limitation, 10%) of the time taken Purchase Price; and (ii) any loss due to process such claim)a condemnation which permanently and materially impairs the current use of the Property.

Major Damage. In the event of Major Damage to a Property prior to the Closing Date“major” loss or damage, then the applicable Seller shall have no obligation the option either to repair such Major Damage (a) perform any necessary repairs prior to Closing, or (b) assign to Purchaser at Closing all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies relating to the Property. Seller shall notify Purchaser of its election with respect to the above two remedies in writing of such damage or destruction (the “Damage Notice”). Within writing, and within ten (10) days after Purchaser’s receipt of the Damage Noticethereafter, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller’s Representative. If Purchaser terminates this Agreement pursuant to this Section 6.2(b), then the Deposit shall be returned promptly to Purchaser and neither Seller nor Purchaser shall have any further obligations under this Agreement, except such obligations of the parties that expressly survive the termination of this Agreement. If Purchaser does not elect to timely terminate this Agreement as provided above, then Purchaser shall be deemed to have elected to proceed with Closing. In the event that Seller performs repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be extended for a reasonable time in order to allow the completion of such repairs. If Seller assigns the claims and proceeds to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the cost of repair or the deductible amount under Seller’s insurance policy; provided, in the event of an uninsured loss or damage, the Purchase Price shall be reduced by an amount equal to the cost of repair. Upon Closing, full risk of loss with respect to the damaged Property, this transaction Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior “Major” loss or damage, either Seller or Purchaser may terminate this Contract by written notice to the Closing Dateother party, then in which event the applicable Exxxxxx Money and all accrued interest thereon shall be returned to Purchaser. If neither Seller shall have no obligation nor Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Contract within ten (10) days after PurchaserSeller sends Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 10.03 hereof), then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies relating to the premises in question. In the event that Seller elects to perform repairs upon the Real Property, Seller shall use reasonable efforts to complete such repairs promptly, and the date of Closing may be extended by Seller a reasonable time not to exceed ninety (90) days in order to allow for the completion of such repairs. Purchaser shall have the right to approve the scope of such work and the contractor to perform such work, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if not objected to in writing stating reasons therefor within five (5) business days of receipt of such request for approval. If Seller elects to assign a casualty claim to Purchaser, the Damage Notice, Purchaser may elect at its option Total Purchase Price shall be reduced by an amount equal to give a Termination Notice for the damaged Property to lesser of the deductible amount under Seller’s Representativeinsurance policy or the cost of such repairs as determined in accordance with Section 10.03 hereof. If In the event such damage is not insured and Purchaser does not elect is required to terminate this Agreement Close the purchase of the Property, the Total Purchase Price shall be reduced by the reasonable actual cost of such repairs. Upon Closing, full risk of loss with respect to the damaged PropertyProperty shall pass to Purchaser. Notwithstanding the foregoing covenants of this Section 10.02, in the event of a Major loss or damage affecting only the unleased and vacant portion of the Building, and if this transaction Contract is not terminated as provided in this Section 10.02, then Seller and Purchaser shall be closed deemed to have elected to proceed with Closing, and Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance proceeds relating to the premises in question, and the Total Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller’s insurance policy or the cost of such repairs as determined in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided Section 10.03 above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior “major” loss or damage, either Sellers or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Seller Xxxxxxx Money shall have no obligation be returned to repair such Major Damage and shall notify Purchaser. If neither Sellers nor Purchaser in writing of such damage or destruction (the “Damage Notice”). Within elects to terminate this Agreement within ten (10) days after Purchaser’s receipt Sellers sends Purchaser written notice of the Damage Noticeoccurrence of major loss or damage, then Sellers and Purchaser shall be deemed to have elected to proceed with Closing, in which event Sellers shall, at Sellers’ option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Sellers’ right, title and interest to any claims and proceeds Sellers may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question and pay any applicable deductible to Purchaser (reduced by any costs and expenses incurred by Seller in connection with such loss or damages or condemnation). In the event that Sellers elect at its option to give perform repairs upon the Property, Sellers shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a Termination Notice reasonable time in order to allow for the damaged Property to Seller’s Representativecompletion of such repairs. If Purchaser does not elect to terminate this Agreement Upon Closing, full risk of loss with respect to the damaged PropertyProperty shall pass to Purchaser. For purposes of Sections 7.1 and 7.2, this transaction shall be closed “major” loss or damage refers to the following: (i) loss or damage to the Property or any portion thereof such that the cost of repairing or restoring the premises in accordance with the terms of this Agreement either, at the election question to a condition substantially identical to that of the applicable Sellerpremises in question prior to the event of damage would be, in the certified opinion of a mutually acceptable architect, equal to or greater than ten percent (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller10%) of such Seller’ rights the Purchase Price; and obligations with respect (ii) any loss due to a condemnation which permanently and materially impairs the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against current use of the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).7.3

Major Damage. In the event of Major Damage to a Property prior “major” loss or damage to the Closing DateReal Property, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser may, upon notice in writing of such damage or destruction (the “Damage Notice”). Within to Seller delivered within ten (10) days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of such major loss or damage, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be returned to Purchaser and neither Seller nor Purchaser shall have any further rights or obligations under this Agreement except any obligations that expressly survive the termination of this Agreement. If Purchaser fails for any reason to deliver written notice of termination to Seller within ten (10) days after Seller sends Purchaser written notice of the occurrence of major loss or damage, then Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser elects to proceed with Closing, (x) Seller shall assign to Purchaser all of Seller’s Representativeright, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question (other than business interruption proceeds attributable to the period prior to Closing and proceeds in respect of amounts, if any, expended by or on behalf of Seller prior to Closing to make any reasonably necessary emergency repairs to the Property), and (y) the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy with respect to such loss or damage that has not been paid or expended by Seller prior to Closing in connection with reasonably necessary emergency repairs to the Property. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser. If Purchaser does not elect or is not entitled to terminate this Agreement with respect to the damaged Propertya casualty, this transaction shall be closed in accordance Seller, with the terms of this Agreement eitherPurchaser’s approval, at the election will diligently commence and pursue initial emergency restoration of the applicable Seller, (a) for Property so as to minimize the full Purchase Price for loss of business and good will of the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage a “major” loss or damage to a Property prior one or more Properties or any portion thereof, Buyer may terminate this Restated Agreement by written notice to Seller, in which event the Deposit (excluding the Independent Consideration) shall be returned to Buyer. If Buyer fails for any reason to deliver written notice of termination to Seller within fifteen (15) days after Seller sends Buyer written notice of the occurrence of major loss or damage, then Buyer shall be deemed to have elected to terminate this Restated Agreement. If the Closing DateDate is within the aforesaid 15-day period, then the applicable Seller Closing Date shall have no obligation be extended to repair such Major Damage and shall notify Purchaser in writing the next business day following the end of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representativesaid 15-day period. If Purchaser does Buyer elects not elect to terminate this Restated Agreement, this Restated Agreement shall remain in full force and effect provided Seller, at Seller’s option, either (a) assigns to Buyer all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect casualty insurance policies relating to the insurance claim and related to such casualtypremises in question, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser elects to, and Buyer mutually agrees that Seller shall, perform any necessary repairs. If Buyer does not mutually agree to clause (b) of the preceding sentence, the parties shall receive proceed under clause (a). In the event the parties mutually agree to proceed under clause (b), above, Seller shall use reasonable efforts to complete such repairs promptly and the Closing Date shall be extended a credit against reasonable time in order to allow for the Base completion of such repairs. If the parties proceed under clause (a), above, the Purchase Price for the damaged Property for the full replacement costs of repair shall be reduced by an amount equal to the subject Property, plus, to the extent covered by such deductible amount under Seller’s insurance policy, and Seller shall assign all of its rights to proceeds under the applicable policy with respect to any costs required pursuant to local code or zoning requirementsclaim for the applicable loss. Upon Closing, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations full risk of loss with respect to the insurance claim and related casualty Property shall pass to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Buyer.

Major Damage. In the event of Major Damage to a Property prior to the Closing Date“major” loss or damage, then the applicable Seller shall promptly give written notice thereof to Purchaser. Purchaser shall have no obligation the right to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement by written notice to Seller within ten (10) business days after Purchaserfollowing the date upon which Purchaser receives Seller’s receipt written notice, in which event the Xxxxxxx Money shall be returned to Purchaser (and one-half (½) of the Damage NoticeContingency Payments shall be delivered to Purchaser pursuant to Section 3.4(b) of this Agreement, Purchaser may elect at its option to give a Termination Notice the extent applicable) and neither party shall have any further liability to the other except as expressly provided for the damaged Property to Seller’s Representativeherein. If Purchaser does not elect to so terminate this Agreement within such ten (10) business days, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage casualty insurance policies or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect condemnation awards relating to the insurance claim premises in question (and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser self-insured retention shall receive a credit be credited against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and PurchaserPrice). In the event a that Seller elects to assign perform repairs upon the Property pursuant to the foregoing sentence, Seller shall complete such repairs promptly, at Seller's rights ’s sole cost and obligations expense and to Purchaser’s reasonable satisfaction and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs to Purchaser’s reasonable satisfaction. Upon Closing, full risk of loss with respect to the insurance claim Property shall pass to Purchaser. For purposes of Sections 7.1 and related casualty 7.2, “major” loss or damage refers to Purchaser as provided above, and if an AIMCO employee is the adjuster for following: (i) loss or damage to the claim related thereto, Sellers covenant and agree Property or any portion thereof such that the adjuster shall act cost of repairing or restoring the premises in accordance with standard insurance industry protocols question to a condition substantially identical to that of the premises in processing such claim question prior to the event of damage would be, in the certified opinion of a mutually acceptable architect, equal to or greater than ten percent (including, without limitation, 10%) of the time taken Purchase Price; and (ii) any loss due to process such claim)a condemnation which permanently and materially impairs the current use of the Property.

Major Damage. In the event of Major Damage to a Property prior major damage, either Seller or Purchaser may terminate this Agreement by written notice to the Closing Dateother party, then in which event the applicable Xxxxxxx Money shall be returned to Purchaser. If neither Seller shall have no obligation nor Purchaser elects to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within terminate this Agreement within ten (10) days after Purchaser’s receipt Seller sends Purchaser written notice of the Damage Noticeoccurrence of major loss or damage, then Seller and Purchaser may elect shall be deemed to have elected to proceed with Closing, in which event Seller shall, at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If option, either (a) perform any necessary repairs prior to Closing at Seller’s expense, or (b) assign to Purchaser does not elect all of Seller’s right, title and interest to terminate this Agreement any claims and proceeds Seller may have with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage casualty insurance policies or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect condemnation awards relating to the insurance claim premises in question and related to such casualty, and thereafter (if applicable) provide Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in an amount equal to the deductible amount of any deductible payable by the or self-insured retention under such casualty insurance, plus all uninsured amounts applicable Seller in connection therewith and not spent by to such Seller for demolitiondamage, site cleaning, restoration or other repairs); or (bc) provide Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair in an amount equal to the subject Property, plus, to amount of the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirementsloss, as determined by an independent third party reasonably acceptable to such architect selected by Seller and reasonably approved by Purchaser. In the event a that Seller elects to assign perform repairs upon the Property, Seller shall use reasonable efforts to complete such Seller's rights repairs promptly, and obligations the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. Notwithstanding the foregoing, Seller shall be entitled to retain insurance proceeds, and/or reduce Purchaser’s credit described in the preceding sentence, in an aggregate amount equal to all reasonable costs incurred by Seller to repair, restore or shore up the Property. Upon Closing, full risk of loss with respect to the insurance claim and related casualty Property shall pass to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Purchaser.

Major Damage. If the cost, in the reasonable judgment of a contractor selected by Seller and reasonably acceptable to Purchaser (each an "Acceptable Contractor"), for repairing any such damage exceeds $500,000, Purchaser will have the option, in Purchaser's sole and absolute discretion, exercisable by written notice delivered to Seller within five (5) Business Days of Seller's delivery to Purchaser of notice of the damage and the cost to repair the same but in all events prior to the Closing, to terminate this Contract. If the scheduled Closing Date is less than five (5) Business Days following Seller's delivery of notice to Purchaser of the damage and the cost to repair the same, at Purchaser's option the Closing shall be delayed to allow Purchaser to have five (5) Business Days to deliver a written termination notice in accordance with the foregoing provisions. In the event of Major Damage the termination of this Contract by Purchaser under this Section 13.2.1, the Xxxxxxx Money will be promptly refunded to a Property prior to Purchaser and thereafter neither party will have any further duties or obligations hereunder except under provisions which survive the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing termination of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representativethis Contract by their express terms. If Purchaser does not elect exercise such right to terminate this Agreement with respect prior to the Closing within the period set forth above, then Seller shall convey the Property to Purchaser, in its damaged Propertycondition, this transaction shall be closed in accordance with the terms of this Agreement either, at the election without reduction of the applicable SellerPurchase Price, in which event (a) for Seller at Closing shall assign to Purchaser all of Seller's right, title and interest in and to any claims Seller may have under the full Purchase Price for the damaged Property notwithstanding any property insurance policies relating to such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualtyReal Property excluding any claims for Seller's Allocated Proceeds (as defined below), and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Seller at Closing will pay to Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair any property insurance proceeds actually collected by Seller prior to the subject Property, plus, Closing and the applicable amount of Seller's deductible pursuant to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such relevant property damage policy that are collectively in excess of Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided aboveAllocated Proceeds, and if an AIMCO employee is (c) Seller will have no liability or obligation to repair the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim)Property.

Major Damage. In the event of Major Damage a "major" loss or damage, or in the event of any taking by eminent domain of any portion of the Property Purchaser may terminate this Agreement by written notice to Seller, in which event the Down Payment shall be returned to Purchaser, whereupon, this Agreement shall be of no further force or effect, except as otherwise expressly provided. If Purchaser elects not to terminate this Agreement within one hundred and twenty (120) days after Seller sends Purchaser written notice of the occurrence of major loss or damage together with a written estimate of the cost to restore the Property, then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall, at Seller's option, either (a) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest to any claims and proceeds Seller may have with respect to any casualty, rental loss and other insurance policies or condemnation awards relating to the Property in question. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time (not to exceed one hundred and twenty (120) days unless otherwise agreed to by Purchaser) in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser. For purposes of Sections 6.1 and 6.2, "major" loss or damage refers to either (x) any loss or damage that would allow a tenant under any Lease to terminate its Lease or axxxx its rent, or (y) any loss or damage to the Property or any portion thereof such that the time to repair and restore the premises in question would exceed one hundred and twenty (120) days and the cost of repairing or restoring the premises in question to a Property condition substantially identical to that of the premises in question prior to the Closing Dateevent of damage would be, then in the applicable certified opinion of a mutually acceptable architect selected by Seller shall have no obligation and reasonably approved by Purchaser, equal to repair such Major Damage or greater than One Million, Two Hundred Fifty Thousand Dollars and shall notify Purchaser in writing of such damage or destruction No/100 Dollars (the “Damage Notice”$1,250,000.00). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect give notice to terminate this Agreement with respect to Seller of Purchaser's reasons for disapproving an architect within five (5) business days after receipt of notice of the damaged Propertyproposed architect, this transaction Purchaser shall be closed in accordance with deemed to have approved the terms of this Agreement either, at the election of the applicable architect selected by Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).

Major Damage. In the event of Major Damage to a Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage "Major" loss or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Noticedamage, Purchaser may elect at its option to give a Termination Notice for the damaged Property terminate this Agreement by written notice to Seller’s Representative, in which event the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) days after Seller gives Purchaser written notice of the occurrence of such Major loss or damage (which notice shall state the cost of repair or restoration thereof as opined by an architect in accordance with Section 7.3 hereof), then Purchaser shall be deemed to have elected to proceed with Closing, in which event: (i) Seller shall, at Seller's option, either (a) perform any necessary repairs (and 30 pay to Purchaser at Closing any portion of the insurance proceeds or condemnation award, less costs of collection, relating thereto and not used for said repairs), or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, provided, however, that any insurance proceeds or condemnation award in excess of the Purchase Price shall be payable to Seller. In the event that Seller elects to perform repairs upon the Real Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. If Seller elects to assign a casualty claim or condemnation award to Purchaser (rather than perform the necessary repairs), the Purchase Price shall be reduced, for casualty claims only, by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such repairs as determined in accordance with Section 7.3 hereof. Seller shall maintain its property insurance policy relating to the Improvements in full force and effect up to the date of the Closing, and upon Closing, full risk of loss with respect to the damaged Property, this transaction Real Property shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect pass to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).