Common use of Major Damage Clause in Contracts

Major Damage. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). 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 assign to Purchaser (i) 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 condemnation awards relating to the premises in question, plus (ii) the proceeds of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount shall be credited against the Purchase Price at Closing. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Major Damage. In As used in this Agreement, the event term "Major Damage" shall mean that all or a portion of a “major” loss the rentable floor area of the improvements located upon any of the Property shall be damaged or damagedestroyed by fire, storm or other casualty before the Closing Date, and the costs to repair such damage or destruction exceeds the sum of Four Hundred Thousand and 00/100 Dollars ($400,000.00). If Major Damage should occur, or if any Key Tenant may terminate its Lease due to damage or destruction by fire, storm or other casualty, then Purchaser may shall have the right to terminate this Agreement by providing to Seller a written notice of termination within fifteen (15) days after receiving notice of such Major Damage and to Seller, in which event receive back the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, Deposit and the parties shall be returned to relieved of all liability under this Agreement except for any surviving obligations under this Agreement. In the event Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). 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 damagefails to timely terminate this Agreement, then Purchaser shall be deemed entitled to have elected to proceed with Closing, in which event receive at Closing an absolute assignment from Seller shall assign to Purchaser (i) all of Seller’s right, title and any interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies and condemnation awards relating to the premises otherwise had in question, plus (ii) the proceeds of any insurance policies paid on the Property, Seller shall pay to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) Purchaser the amount of any deductible or self‑insured retention in Seller's insurance policies, and Purchaser shall proceed with the deductible (Closing on the Property in its then "as-is" condition with no event to exceed the amount of the loss), which deductible amount shall be credited against reduction in the Purchase Price at Closing. Upon Closing, full risk of loss with respect to the Property shall pass to PurchaserPrice.

Major Damage. In If, prior to the event Closing, the Property, or any portion thereof, is damaged by fire, or any other cause of a “major” loss or whatsoever nature, Seller will promptly give Buyer written notice of such damage. If the cost for repairing such damage, Purchaser may terminate this Agreement in the reasonable judgment of Buyer, in consultation with Seller, after taking into account insurance coverage exceeds US$1.0 million, Buyer will have the option, exercisable by written notice delivered to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does not elect to terminate this Agreement within ten (10) Business Days after Seller sends Purchaser written of Seller's notice of the occurrence of major loss or damage, then Purchaser shall be deemed damage to have elected to proceed with Closing, in which event Seller shall assign to Purchaser Buyer either (i) to require Seller to convey the Property to Buyer on the Closing Date, in its damaged condition and to assign to Buyer all of Seller’s 's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty under the property insurance policies and condemnation awards relating covering the Property, in which event Seller will pay to Buyer the premises in questionamount of any deductible under applicable insurance policies but Seller will have no further liability or obligation to repair or replace the Property, plus or (ii) to terminate this Agreement. If Buyer elects to terminate this Agreement, the proceeds of any insurance policies paid to Seller with respect thereto Escrow Deposit and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount interest thereon shall be credited against the Purchase Price at Closing. Upon Closingreturned to Buyer, full risk of loss with respect to the Property shall pass to Purchaserand thereafter neither party hereto will have any further duties or obligations hereunder.

Major Damage. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does not elect to terminate this Agreement within ten (10) Business Days 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 shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser (i) 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 or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, plus (ii) Seller shall use reasonable efforts to complete such repairs promptly, and the proceeds date of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount Closing shall be credited against 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 at Closingshall 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.

Major Damage. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does not elect to terminate this Agreement within ten (10) Business Days 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 shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser (i) 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 or condemnation awards relating to the premises in question. In the event that Seller elects to perform repairs upon the Property, plus (ii) Seller shall use reasonable efforts to complete such repairs promptly and the proceeds date of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount Closing shall be credited against 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 at Closingshall 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.

Major Damage. In the event of a “"major” " loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does not elect send written notice to terminate this Agreement Seller that Purchaser has elected to proceed with Closing within ten (10) Business Days 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 and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. If Purchaser sends notice to Seller within such ten (10) day period that Purchaser desires to proceed with Closing, this Agreement shall remain in which event effect, provided that the Purchase Price shall be reduced by an amount equal to the cost of repairing the Property to its condition prior to the occurrence of the major loss or damage and Seller shall assign to Purchaser (i) receive the proceeds of all of Seller’s right, title and interest in and to any insurance claims and proceeds Seller may have with respect to any casualty insurance policies and condemnation awards relating to the premises in question, plus (ii) the proceeds of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount shall be credited against the Purchase Price at Closingsuch major loss or damage. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser. For purposes of Sections 8.1 and 8.2, "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 Three Hundred Fifty-Eight Thousand and No/100 Dollars ($358,000.00), and (ii) any loss due to a condemnation.

Major Damage. In the event of a “major” loss or damageMajor Loss, either Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected neither party hereto shall have any further rights, obligations or liabilities hereunder except to deliver the Letter extent that any right, obligation or liability set forth herein expressly survives termination of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”)this Agreement. If Purchaser does not elect to terminate this Agreement within ten (10) Business Days days after Seller sends Purchaser written notice of the occurrence of major loss or damagethe Major Loss, then Seller and Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall shall, at Seller’s option, either (x) assign to Purchaser (i) 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 or condemnation awards relating to the premises in question, plus or (iiy) the proceeds of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount shall be credited against provide Purchaser a credit towards the Purchase Price at Closingin amount equal to the cost to repair any such damage to the Real Property, as such cost is reasonably determined by Purchaser. 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 casualty insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Major Damage. In the event of a “major” "Major" loss or damage, Purchaser ------------ either Seller or Buyer may terminate this Agreement by written notice to Sellerthe other party, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, Deposit and all interest thereon shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”)Buyer. If Purchaser does not elect neither Seller nor Buyer elects to terminate this Agreement within ten (10) Business Days business days after Seller sends Purchaser Buyer written notice of the occurrence of major such Major loss or damagedamage (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), then Purchaser Seller and Buyer shall be deemed to have elected to proceed with Closing, in which . In that event Seller shall assign to Purchaser (i) Buyer all of Seller’s 's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies and or condemnation awards relating to the premises in question. If Seller assigns a casualty claim to Buyer, plus (ii) the proceeds of any insurance policies paid Purchase Price shall be reduced by an amount equal to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount lesser of the deductible (amount under Seller's insurance policy or the cost of such repairs as determined in no event to exceed the amount of the loss), which deductible amount shall be credited against the Purchase Price at Closingaccordance with Section 7.3 hereof. Upon Closing, full risk of loss with respect to the Property Properties shall pass to PurchaserBuyer.

Major Damage. In the event of a “"major” " loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, Deposit shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does not elect to terminate this Agreement within ten (10) Business Days 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 shall, at Purchaser's option, either (a) perform any necessary repairs, or (b) assign to Purchaser (i) all of Seller’s 's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies and or condemnation awards relating to the premises in question. In the event that Seller is to perform repairs upon the Property, plus (ii) Seller shall use reasonable efforts to complete such repairs promptly, and the proceeds date of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount Closing shall be credited against extended a reasonable time in order to allow for the completion of such repairs. If Purchaser elects to have Seller assign a casualty claim to Purchaser, the Purchase Price at Closingshall 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.

Major Damage. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does has not elect elected to terminate this Agreement within ten (10) Business Days days after Seller sends has sent 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 shall, at Seller’s option, either (a) perform any necessary repairs, or (b) assign to Purchaser (i) all of Seller’s assignable right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies and or condemnation awards relating to the premises in question. If Seller elects to perform repairs upon the Property, plus (ii) Seller shall use reasonable efforts to complete such repairs promptly and the proceeds of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount Closing Date shall be credited against extended by up to 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 at Closingshall be reduced by an amount equal to the deductible amount under Seller’s insurance policy(ies). Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Major Damage. In the event of a “major” loss or damageIf, Purchaser may terminate this Agreement by written notice prior to Seller, in which event the ▇▇▇▇▇▇▇ Money previously paid by Purchaser, shall be returned to Purchaser (and if Seller elected to deliver the Letter of CreditClosing, the Escrow Agent Property, or any portion thereof, is damaged by fire, or any other cause of whatsoever nature, Seller shall return the Letter of Credit to Purchaser, marked “Canceled”). If Purchaser does not elect to terminate this Agreement within ten (10) Business Days after Seller sends promptly give Purchaser written notice of such damage. If the occurrence of major loss or cost for repairing such damage, then as determined by an insurance adjuster reasonably acceptable to Seller and Purchaser, exceeds Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000), Purchaser shall be deemed have the option, exercisable by written notice delivered to have elected Seller within twenty (20) days of Seller’s notice of damage to proceed with ClosingPurchaser, either (a) to require Seller to convey the Property to Purchaser, in which event Seller shall its damaged condition, and to assign to Purchaser (i) all of Seller’s right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty under the property insurance policies covering the Property (and condemnation awards relating to the premises in question, plus (ii) the proceeds of any insurance policies paid to Seller with respect thereto and Seller’s portion of any condemnation awards paid to Seller with respect thereto, plus (iii) the amount of the deductible (in no event to exceed the amount of the loss), which deductible amount shall be credited pay or credit against the Purchase Price at Closingany deductible to Purchaser), in which event Seller shall have no further liability or obligation to repair or replace the Property, or (b) to terminate this Contract, but not the Greenway Contract. Upon ClosingIf Purchaser elects to terminate this Contract, full risk of loss with respect the ▇▇▇▇▇▇▇ Money (less the Independent Contract Consideration) shall be returned to Purchaser, and thereafter neither party hereto shall have any further duties or obligations hereunder except under provisions that survive Closing by their terms. Notwithstanding anything to the Property contrary set forth in this Contract, Purchaser shall pass not have the right to Purchaserterminate the Greenway Contract solely as a result of Purchaser terminating this Contract under this Section 11.2.1.