Common use of Material Clause in Contracts

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repair.

Material. In the event of any Material Damage Damage, as defined herein, to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days five (5) Business Days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Parties the full thirty-day five (5) Business Day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit shall be returned to Purchaser and the parties hereto Parties shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day periodfive (5) Business Days, then the parties Parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Closing, Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction destruction, including without limitation, any business interruption or lost revenues insurance proceeds (the “Insurance Proceeds”) and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repair.of

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 fifteen (15) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurerselection). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates does not terminate this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means (i) damage which, in Seller’s 's reasonable estimation, exceeds $400,000 500,000.00 to repair , and (ii) any damage which entitles any tenant to terminate its Lease or permanently ▇▇▇▇▇ its rent in case of Purchaser’s termination option) whole or $750,000.00 (in case of Seller’s termination option) part, except to repairthe extent such rights are waived by the applicable tenants.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit E▇▇▇▇▇▇ Money (less the Independent Consideration) shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimationestimation by Seller and Purchaser acting in good faith, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) 1,000,000.00 to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates does not terminate this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which, in Seller’s 's reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day clay period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies Out the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (100,000.00 to repair or which, in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination optionreasonable estimation, will take longer than ninety (90) days to repair.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, either Seller or Purchaser shall promptly deliver written notice to Buyer, and Buyer may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 fifteen (15) days after the date Seller delivers the Casualty Notice to Purchaser Buyer (and if necessary, the Closing Date shall be extended to give the parties the full thirty-fifteen (15) day period to make such election and to obtain insurance settlement agreements with Seller’s insurerselection). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser Buyer and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates Buyer does not terminate this Agreement within said 30-fifteen (15) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to PurchaserBuyer, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser Buyer shall assume full responsibility for all needed repairs, and Purchaser Buyer shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s and Buyer’s reasonable estimation, exceeds Five Hundred Thousand Dollars ($400,000 500,000) (in case with respect to any of Purchaser’s termination option) or $750,000.00 (in case the Improvements on any of Seller’s termination optionthe Real Property) to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage whichwith respect to which the cost of repair, in Seller’s reasonable estimation, exceeds 20% of the Purchase Price or which results in tenants under Leases accounting for more than $400,000 100,000 in annual rent having the right to terminate their Leases (in case of Purchaser’s termination option) except to the extent such rent would be covered by rental or $750,000.00 (in case of Seller’s termination option) to repairbusiness interruption insurance).

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty30-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit E▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminates terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case 2% of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repairthe Purchase Price.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof on or prior to Closingthe Risk Transfer Date, either Seller or Purchaser may, at its sole option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days thirtieth (30th) day after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty30-day period to make such election and to allow Seller time to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminates terminate this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any including, without limitation, all rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and destruction, Purchaser shall assume full responsibility for all needed repairsaccept the Property in its then-existing condition, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). If Seller is not able to assign the insurance proceeds to Purchaser at Closing for any reason, the parties shall proceed with Closing as otherwise set forth in this Section 6.2.1, with Purchaser receiving a credit at Closing in the amount of the insurance proceeds that Seller is unable to assign to Purchaser. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) 250,000.00 to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof after the Effective Date but prior to Closing, either Seller and if and only if (i) the applicable tenant or Guarantor is not required to repair the damage pursuant to the applicable Lease or Guaranty, or (ii) the tenant is entitled to and elects to terminate the Lease as result of such casualty or is entitled to a material reduction in its rent as a result of such casualty (either, a “Lease Casualty Event”), then Purchaser maymay request an adjustment to the Allocated Purchase Price for such Property in accordance with the terms of Section 4.4.5 (in no event shall any such adjustment exceed 75% of the Allocated Purchase Price for such Property); provided however, at its optionthat for purposes of this Section 6.2.1 only, terminate this Agreement by delivering written notice to Seller the Price Adjustment Period shall commence on or before the expiration of 30 days after the date on which Seller delivers receives the Purchase Price Adjustment Notice (which shall not later than three Business Days after Purchaser receives the Casualty Notice to Purchaser (Notice) and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers)expire five Business Days thereafter. Upon any such termination, the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day period, then the The parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above)schedule, and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies to the extent not payable by the applicable tenant under the applicable Lease or by Guarantor under the Guaranty (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the portion of the Allocated Purchase Price the applicable Property and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) 250,000 to repair.

Material. In the event of any Material Damage to or destruction of the Property Properties or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller Sellers on or before the expiration of 30 20 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing closing Date shall be extended to give the parties Purchaser the full thirtytwenty-day period to make such election and to obtain insurance settlement agreements with Seller’s Sellers’ insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminates terminate this Agreement within said 30twenty-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller and to the extent permitted by the Lienholder (as defined in Section 13), Sellers shall assign to Purchaser, without representation or warranty by or recourse against SellerSellers, all of Seller’s Sellers’ rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rate share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s Sellers’ reasonable estimation, exceeds a cost of $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) 250,000 to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially --------------- ---------- Damaged” " means damage which, in Seller’s 's reasonable estimation, exceeds ------- $400,000 100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit Earn▇▇▇ ▇▇▇ey shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s 's reasonable estimation, exceeds $400,000 100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, (a) in Seller’s 's reasonable estimation, exceeds $400,000 200,000.00 to repair or (b) in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) reasonable estimation will take longer than 120 days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 ten (10) business days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty-ten (10) business day period to make such election and to obtain insurance settlement agreements with Seller’s insurerselection). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money less the Non-Refundable Amount shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminates terminate this Agreement within said 30-ten (10) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s the parties’ reasonable estimation, exceeds $400,000 1,000,000.00 per Property to repair or which, in the parties’ reasonable estimation, will take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates does not terminate this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and credit Purchaser at Closing for the amount of the deductible, if any, and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (250,000.00 to repair or which, in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination optionreasonable estimation, will take longer than one hundred eighty (180) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates does not terminate this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California - Page 12 for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which, in Seller’s 's reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) 300,000.00 to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 200,000.00 to repair or which will take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage Damage, as defined herein, to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days five (5) Business Days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Parties the full thirty-day five (5) Business Day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit shall be returned to Purchaser and the parties hereto Parties shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day periodfive (5) Business Days, then the parties Parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Closing, Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction destruction, including without limitation, any business interruption or lost revenues insurance proceeds (the “Insurance Proceeds”) and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repair.14

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty30-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit E▇▇▇▇▇▇ Money (other than the Non-Refundable E▇▇▇▇▇▇ Money) shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates does not terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds (1) $400,000 250,000 to repair if the casualty is an uninsured casualty or (in case 2) 10% of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) the Purchase Price to repairrepair if the casualty is an insured casualty.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit Earnest Money shall be returned to Purchaser and the parties hereto shall have sh▇▇▇ ▇▇▇e no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s 's reasonable estimation, exceeds $400,000 200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate - 14 - this Agreement by delivering written notice to Seller on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties Purchaser the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers's Insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates does not terminate this Agreement within said 30-day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Closing, Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller (provided, however, that Seller shall reasonably cooperate with Purchaser in pursuing any claims for such proceeds including the execution and delivery of any instruments reasonably required in connection therewith, provided that Seller's costs incurred in such cooperation, including but not limited to attorneys' fees, shall not exceed $5,000, with this obligation surviving the Closing), all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage whichwhich is estimated by a qualified third party (which shall include Seller's insurer) in the ordinary course to exceed $150,000.00 to repair, in Seller’s reasonable estimation, exceeds $400,000 or which is likely to take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit Earnest Money shall be returned to Purchaser and the parties hereto shall heret▇ ▇▇▇▇▇ have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s 's reasonable estimation, exceeds $400,000 200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (in case of Purchaser’s termination option90) or $750,000.00 (in case of Seller’s termination option) days to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit E▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said 30-day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 five percent (in case 5%) of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) the Purchase Price to repair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-thirty (30) day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit Earnest Money, and if applicable, the Additional Earnest Mo▇▇▇ (▇▇gether with any and all interest accrued ▇▇▇▇▇▇▇on), shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30-) day period, then the parties shall be deemed to have waived their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policiespolicies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the Purchase Price). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Seller’s 's reasonable estimation, the cost to repair exceeds $400,000 (in case of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repair250,000.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so does not terminates this Agreement within said thirty (30-) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies. For policies (but the purposes amount of this Agreement, “Material Damage” the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $400,000 (in case a pro rata share of Purchaser’s termination option) or $750,000.00 (in case of Seller’s termination option) to repair.the rental or