Common use of Major Damage Clause in Contracts

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Million Dollars ($5,000,000) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten (10) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss), and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten (10) Business Day period of Purchaser’s intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Three Million Dollars ($5,000,0003,000,000.00) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten five (105) Business Day period of Purchaser’s intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five One Million and 00/100 Dollars ($5,000,0001,000,000.00) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser Buyer shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days days after Seller’s notice of damage to PurchaserBuyer, which notice from Seller shall be accompanied by the written estimate of the cost for repair, either to (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser Buyer elects to terminate this Agreement, Buyer shall give written notice to Seller thereof within such five (5) day period, the Deposit shall be promptly returned to PurchaserBuyer, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser Buyer fails to notify Seller within such ten five (105) Business Day day period of PurchaserBuyer’s intention to terminate this Agreement, then Purchaser Buyer shall be deemed to have elected option (i), ) and Purchaser Buyer and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Ten Million Dollars ($5,000,00010,000,000) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten (10) Business Days after Seller’s notice of damage to Purchaser and Purchaser’s receipt of Seller’s independent insurer’s determination of repair costs, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten (10) Business Day period of Purchaser’s intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (iii), and Purchaser and Seller this Agreement shall proceed to Closing in accordance with the terms and conditions of this Agreementterminate.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Million Dollars ($5,000,000) (as determined by Seller’s independent insurer, in the case of insured damage)does not constitute a Minor Damage, then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten twenty (1020) Business Days days (the “20 Day Period”) after Seller’s notice of damage to Purchaser (which notice shall be accompanied by an estimate of the cost to repair such damage, as determined by an architect or contractor selected by Seller and reasonably acceptable to Purchaser), either (i) to receive a credit for the amount of the deductible deductible(s) of such applicable insurance policy (policies) plus all insurance proceeds (including all proceeds of rent loss or business interruption insurance to the extent attributable to periods on and after the Closing) received by Seller as a result of such loss, or and an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, Purchaser shall give notice to Seller thereof within the 20 Day Period, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten (10) Business the 20 Day period Period of Purchaser’s intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (iii), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Million Dollars FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($5,000,000500,000.00) (as determined by Seller’s an independent insurer, in the case of insured damageconstruction professional and appraiser selected by Seller and reasonably acceptable to Purchaser), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible (to the extent not already applied by Seller to the repair or restoration of the Property) plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive terminationthe termination of this Agreement. If Purchaser fails to notify Seller within such ten five (105) Business Day period of Purchaser’s intention to terminate this Agreementits election, then Purchaser shall be deemed to have elected option (iii), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions . The provisions of this AgreementSection 14.2.2 shall survive the termination of this Agreement pursuant to this Section 14.2.2.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Ten Million Dollars ($5,000,00010,000,000.00) (as determined by Seller’s 's independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days after Seller’s 's notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s 's rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten five (105) Business Day period of Purchaser’s 's intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Million Seven Hundred Thousand Dollars ($5,000,000700,000.00) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive at the Closing a credit for the amount of the deductible plus all insurance proceeds received by Seller prior to the Closing as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten five (105) Business Day period of Purchaser’s intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Four Million Dollars ($5,000,0004,000,000.00) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten (10) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, Purchaser shall give notice to Seller thereof, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten (10) Business Day period of Purchaser’s intention election to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than exceeds Five Million Hundred Thousand and 00/100 Dollars ($5,000,000500,000.00) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days (with the Closing Date being extended if necessary) after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, Purchaser shall give notice to Seller thereof, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten five (105) Business Day period of Purchaser’s intention election to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Million Dollars ($5,000,000) [Redaction] (as determined by Seller’s an independent insurer, in the case of insured damageconstruction professional and appraiser selected by Seller and reasonably acceptable to Purchaser), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten five (105) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible (to the extent not already applied by Seller to the repair or restoration of the Property) plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss)proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, damage or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive terminationthe termination of this Agreement. If Purchaser fails to notify Seller within such ten five (105) Business Day period of Purchaser’s intention to terminate this Agreementits election, then Purchaser shall be deemed to have elected option (iii), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions . The provisions of this AgreementSection 14.2.2 shall survive the termination of this Agreement pursuant to this Section 14.2.2.