Common use of Major Damage Clause in Contracts

Major Damage. In the event of a “major” loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representatives, Purchaser may terminate this Agreement by written notice to Sellers, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, less the Independent Consideration. If Purchaser does not elect to terminate this Agreement within ten (10) days after Sellers send Purchaser written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day period, then Closing shall be extended to the next business day following the end of said 10-day period), then Purchaser shall be deemed to have elected to proceed with Closing. In the event prior to Closing the applicable Seller shall not have fully repaired or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall assign to Purchaser all of such Seller’s right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property in question. In the event that such Seller elects, in its sole discretion, to perform repairs upon the Property, such 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, not to exceed twenty (20) days. In connection with the applicable Seller’s assignment of a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s insurance policy. Upon Closing, full risk of loss with respect to the Properties shall pass to Purchaser.

Major Damage. In the event of a “major” loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representativesdamage, Purchaser may terminate this Agreement by giving written notice to SellersSeller within ten (10) Business Days after receipt of written notice of such major loss or damage, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser less Purchaser, less the Independent Consideration’s share of transaction costs determined pursuant to this Agreement. If Purchaser does not elect fails to terminate this Agreement give such written notice within such ten (10) days after Sellers send Purchaser written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day Business Day period, then Closing shall be extended to the next business day following the end of said 10-day period), then Purchaser shall be deemed to have elected to proceed with Closing. In the , in which event prior to Closing the applicable Seller shall not have fully repaired shall, at Seller’s option, either (a) perform any necessary repairs, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b) assign to Purchaser all of such Seller’s right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in question. In the event that such Seller elects, in its sole discretion, to perform performs repairs upon the Property, such Seller shall use reasonable efforts to complete such repairs promptly and promptly; and, at Seller’s option, either (i) the date of Closing shall not be extended due to Seller’s repair work but the reasonable estimated value of any such repair work remaining to be completed as of Closing shall be held in escrow until the completion of said repair work by Seller, or (ii) the date of Closing shall be extended for a reasonable time in order to allow for the completion of such repairs, not to exceed twenty (20) daysrepairs by Seller. In connection with If Seller assigns the applicable Seller’s assignment of a casualty claim and proceeds to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the applicable deductible amount amount, if any, under such Seller’s insurance policy. Upon Closing, full risk of loss with respect to the Properties Property shall pass to Purchaser.

Major Damage. In the event of a “major” loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representativesdamage, Purchaser may terminate this Agreement by written notice to SellersSeller, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser, less the Independent Consideration. If Purchaser does not elect to terminate this Agreement within ten (10) days after Sellers send Seller sends Purchaser written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day perioddamage, then Closing shall be extended to the next business day following the end of said 10-day period), then Seller and Purchaser shall be deemed to have elected to proceed with Closing. In , in which event Seller shall, at Seller’s option, either (a) perform or cause Riverside LLC to perform any necessary repairs, or (b) take such steps to ensure that the event prior to Closing the applicable Seller shall not have fully repaired Trust or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall assign to Purchaser Riverside LLC retains all of such Seller’s right, title and interest to any claims and proceeds such Seller Seller, the Trust and Riverside LLC may have with respect to any casualty insurance policies or condemnation awards relating to the Property in questionProperty, notwithstanding the transactions contemplated by this Agreement. In the event that such Seller elects, in its sole discretion, elects to perform repairs upon the Property, such 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, not . If Seller elects to exceed twenty (20) days. In connection with the applicable Seller’s assignment of assign a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s insurance policy, and, subject to Seller’s rights under Section 8.4, the amount of any uninsured loss. Upon Closing, full risk of loss with respect to a casualty or condemnation to the Properties Property shall pass to PurchaserPurchaser due to its ownership of the Trust and Riverside LLC.

Major Damage. In the event of a “"major” " loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representativesdamage, Purchaser may terminate this Agreement by written notice to Sellersnotice, in which event the ▇▇▇▇▇▇▇ Money plus an amount equal to the Initial Payment shall be returned to Purchaser, less the Independent Consideration. If Purchaser does not elect to terminate this Agreement within ten (10) days after Sellers send Seller sends Purchaser written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day period, then Closing shall be extended to the next business day following the end of said 10-day period)damage, then Purchaser shall be deemed to have elected to proceed with Closing. In the , in which event prior to Closing the applicable Seller shall not have fully repaired shall, at Seller's option, either (a) perform any necessary repairs, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b)(i) assign to Purchaser all of such Seller’s 's right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in questionquestion and (ii) in the case of a casualty, pays Purchaser an amount equal to the deductible on Seller's applicable casualty insurance policies. In the event that such Seller elects, in its sole discretion, elects to perform repairs upon the Property, such 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 twenty (120) days) in order to allow for the completion of such repairs, not . If Seller elects to exceed twenty (20) days. In connection with the applicable Seller’s assignment of assign a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s 's insurance policy. Upon Closing, full risk of loss with respect to the Properties shall pass to Purchaser.

Major Damage. In the event of a “major” "Major" loss or damage to a Property and provided such loss damage, ------------ either Seller or damage was not caused by Purchaser or Purchaser's Representatives, Purchaser Buyer may terminate this Agreement by written notice to Sellersthe other party, in which event the ▇▇▇▇▇▇▇ Money Deposit and all interest thereon shall be returned to Purchaser, less the Independent ConsiderationBuyer. If Purchaser does not elect neither Seller nor Buyer elects to terminate this Agreement within ten (10) business days after Sellers send Purchaser Seller sends Buyer written notice of the occurrence of major such Major loss or damage (and, if which notice shall state the Closing Date is within such 10-day period, then Closing shall be extended to the next business day following the end cost of said 10-day periodrepair or restoration thereof as opined by an architect or other qualified expert in accordance with Section 7.3 hereof), then Purchaser Seller and Buyer shall be deemed to have elected to proceed with Closing. In the that event prior to Closing the applicable Seller shall not have fully repaired shall, at Buyer's option, either (a) perform any necessary repairs, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b) assign to Purchaser Buyer all of such Seller’s 's right, title and interest in and to any claims cla ims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in question. In the event that such If Seller elects, in its sole discretion, elects to perform repairs upon the Property, such Seller shall use reasonable efforts to commence and complete such repairs promptly promptly, and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs, not to exceed twenty (20) days. In connection with the applicable Seller’s assignment of If Seller assigns a casualty claim to PurchaserBuyer, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such Seller’s insurance policyrepairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the Properties Property shall pass to PurchaserBuyer.

Major Damage. In the event of a “major” "Major" loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representativesthe Real Property, Purchaser may terminate this Agreement by written notice to Sellersthe Seller given prior to the restoration of such loss and damage, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser, less the Independent Consideration. If Purchaser does has not elect elected to terminate this Agreement within ten twenty (1020) days after Sellers send Seller sends Purchaser written notice of the occurrence of major such Major loss or damage (and, if which notice shall state the Closing Date is within such 10-day period, then Closing shall be extended to the next business day following the end estimated cost of said 10-day periodrepair 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 the , in which event prior to Closing the applicable Seller shall not have fully repaired shall, at Seller's option, either (a) perform any necessary repairs, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b) assign to Purchaser all of such Seller’s '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 casualty property insurance policies or condemnation awards relating to the Property premises in question. In the event that such Seller elects, in its sole discretion, elects to perform repairs upon the Real Property, such Seller shall use commercially reasonable efforts to complete such repairs promptly and the date of 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, not . If Seller elects to exceed twenty (20) days. In connection with the applicable Seller’s assignment of assign a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the lesser of the deductible amount under Seller's insurance policy or the cost of such Seller’s insurance policyrepairs as determined in accordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the Properties Property shall pass to Purchaser.

Major Damage. In the event of a “major” loss or damage to a Property the Property, Seller shall promptly deliver written notice thereof to Buyer, and provided such loss or damage was not caused by Purchaser or Purchaser's Representatives, Purchaser Buyer may terminate this Agreement by written notice to SellersSeller, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, less the Independent ConsiderationBuyer. If Purchaser does not elect Buyer fails for any reason to terminate this Agreement deliver written notice of termination to Seller within ten (10) days after Sellers send Purchaser Seller sends Buyer written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day perioddamage, then Closing shall be extended to the next business day following the end of said 10-day period), then Purchaser Buyer shall be deemed to have elected not to proceed with Closing. In If Buyer elects to proceed with the event prior to Closing the applicable Seller shall not have fully repaired or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so)Closing, then such Seller shall assign to Purchaser Buyer at Closing all of such Seller’s right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in question. In the event that such Seller elects, in its sole discretion, to perform repairs upon the Property, such 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, not to exceed twenty (20) days. In connection with the applicable Seller’s assignment of a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s insurance policypolicy and at Closing Seller shall assign all of its rights to proceeds under the applicable policy with respect to any claim for the applicable loss (other than business interruption proceeds attributable to the period prior to Closing). Upon Closing, full risk of loss with respect to the Properties Property shall pass to PurchaserBuyer. If the end of the ten (10) day period in which Buyer is supposed to deliver written notice of termination under this Section 7.2 extends beyond the Closing Date, then the Closing Date shall be extended by two (2) business days following the end of such ten (10) day period.

Major Damage. In the event of a “major” loss or damage to a Property and provided such loss one or damage was not caused by Purchaser more Properties or Purchaser's Representativesany portion thereof, Purchaser Buyer may terminate this Restated Agreement by written notice to SellersSeller, in which event the ▇▇▇▇▇▇▇ Money Deposit (excluding the Independent Consideration) shall be returned to Purchaser, less the Independent ConsiderationBuyer. If Purchaser does not elect Buyer fails for any reason to terminate this Agreement deliver written notice of termination to Seller within ten fifteen (1015) days after Sellers send Purchaser Seller sends Buyer written notice of the occurrence of major loss or damage (anddamage, if then Buyer shall be deemed to have elected to terminate this Restated Agreement. If the Closing Date is within such 10the aforesaid 15-day period, then the Closing Date shall be extended to the next business day following the end of said 1015-day period). If Buyer elects not to terminate this Restated Agreement, then Purchaser this Restated Agreement shall be deemed remain in full force and effect provided Seller, at Seller’s option, either (a) assigns to have elected to proceed with Closing. In the event prior to Closing the applicable Seller shall not have fully repaired or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall assign to Purchaser Buyer all of such Seller’s right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in question, or (b) 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 proceed under clause (a). In the event that such Seller electsthe parties mutually agree to proceed under clause (b), in its sole discretionabove, to perform repairs upon the Property, such Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing Date shall be extended a reasonable time in order to allow for the completion of such repairs. If the parties proceed under clause (a), not to exceed twenty (20) days. In connection with the applicable Seller’s assignment of a casualty claim to Purchaserabove, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s insurance policy, and Seller shall assign all of its rights to proceeds under the applicable policy with respect to any claim for the applicable loss. Upon Closing, full risk of loss with respect to the Properties Property shall pass to PurchaserBuyer.

Major Damage. In the event of a “"major” " loss or damage to a Property and provided such loss damage, either Seller or damage was not caused by Purchaser or Purchaser's Representatives, Purchaser may terminate this Agreement by written notice to Sellersthe other party, in which event the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be returned to Purchaser, less the Independent Consideration. If Seller elects to terminate, in addition to returning the Earn▇▇▇ ▇▇▇ey to Purchaser, Seller agrees to reimburse Purchaser does not elect for its actual third party costs and expenses in connection with its due diligence hereunder. If neither Seller nor Purchaser elects to terminate this Agreement within ten (10) days after Sellers send Seller sends Purchaser written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day perioddamage, then Closing shall be extended to the next business day following the end of said 10-day period), then Seller and Purchaser shall be deemed to have elected to proceed with Closing. In the , in which event prior to Closing the applicable Seller shall not have fully repaired shall, at Purchaser's option, either (a) perform any necessary repairs, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b) assign to Purchaser all of such Seller’s 's right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in question. In the event that such Purchaser elects to require Seller elects, in its sole discretion, to perform repairs upon the Property, such 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, not . If Purchaser elects to exceed twenty (20) days. In connection with the applicable accept Seller’s 's assignment of a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s 's insurance policy. Upon Closing, full risk of loss with respect to the Properties Property shall pass to Purchaser.

Major Damage. In the event of a “major” loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representativesdamage, Purchaser may terminate this Agreement by written notice to SellersSeller and Escrow Agent, in which event the ▇E▇▇▇▇▇▇ Money shall be returned to Purchaser, less the Independent Consideration. If Purchaser does not elect fails to terminate deliver notice of termination of this Agreement within ten (10) days after Sellers send Seller sends Purchaser written notice of the occurrence of major loss or damage (anddamage, if the Closing Date is within such 10-day period, then Closing shall be extended to the next business day following the end of said 10-day period), then Purchaser shall be deemed to have elected to proceed with Closing. In the , in which event prior to Closing the applicable Seller shall not have fully repaired shall, at Seller’s option, either (a) perform any necessary repairs, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b) assign to Purchaser all of such Seller’s right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies (excluding any business interruption insurance proceeds attributable to the period prior to Closing) or condemnation awards relating to the Property premises in question. In the event that such Seller elects, in its sole discretion, elects to perform repairs upon the Property, such 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, not . If Seller elects to exceed twenty (20) days. In connection with the applicable Seller’s assignment of assign a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s insurance policy. Upon Closing, full risk of loss with respect to the Properties Property shall pass to Purchaser.

Major Damage. In the event of a “major” loss or damage to a Property and provided such loss or damage was not caused by Purchaser or Purchaser's Representativesdamage, Purchaser may terminate this Agreement by written notice to SellersSeller, in which event the ▇E▇▇▇▇▇▇ Money shall be returned to Purchaser, less the Independent Consideration. If Purchaser does has not elect elected to terminate this Agreement within ten (10) days after Sellers send Seller has sent Purchaser written notice of the occurrence of major loss or damage (and, if the Closing Date is within such 10-day period, then Closing shall be extended to the next business day following the end of said 10-day period)damage, then Purchaser shall be deemed to have elected to proceed with Closing. In the , in which event prior to Closing the applicable Seller shall not have fully repaired shall, at Seller’s option, either (a) perform any necessary repairs at Seller’s expense, or restored such Property to the same condition as existed immediately prior to such loss or damage (without any obligation to do so), then such Seller shall b) assign to Purchaser all of such Seller’s right, title and interest to any claims and proceeds such Seller may have with respect to any casualty insurance policies or condemnation awards relating to the Property premises in question. In the event that such If Seller elects, in its sole discretion, elects to perform repairs upon the Property, such Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing Date shall be extended for a reasonable time period not to exceed fifteen (15) business days in order to allow for the completion of such repairs, not . If Seller elects to exceed twenty (20) days. In connection with the applicable Seller’s assignment of assign a casualty claim to Purchaser, the Purchase Price shall be reduced (i.e. Purchaser shall receive a credit against the Purchase Price at Closing) by an amount equal to the deductible amount under such Seller’s insurance policypolicy(ies); provided however, if the amount of the deductible is a permitted operating expense under the Leases that may be passed-through to the tenants under the Leases, Purchaser will remit to Seller the amount of the deductible if and when collected by Purchaser under the Leases. Upon Closing, full risk of loss with respect to the Properties Property shall pass to Purchaser.