Common use of Minor Damage Clause in Contracts

Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided that Seller performs any necessary repairs or, at Seller’s option, assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, less the reasonable out-of-pocket costs and expenses incurred by Seller in collecting such insurance proceeds or condemnation awards and in effectuating any repairs to the Property. To the extent provided to Seller, Seller shall provide to Purchaser a copy of the fire marshal’s report, if such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s report. In the event that Seller elects to perform repairs upon the Property, (i) Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser shall have the right to inspect and reasonably approve such repairs prior to Closing, and (iii) the date of Closing may be extended for a reasonable period of time in order to allow for the completion of such repairs, not to exceed a period of thirty (30) days. To the extent any such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part of the Assumed Service Contracts, (ii) pay to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Seller assigns a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not “"major” " (as hereinafter defined), this Agreement shall remain in full force and effect provided that and Seller performs any shall perform, at its sole cost and expense, all necessary repairs or, at Seller’s 's option, assigns (i) assign to Purchaser all of Seller’s 's right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in questionquestion and (ii) in the case of a casualty, less pays Purchaser an amount equal to the reasonable out-of-pocket costs deductible on Seller's applicable casualty insurance policies. Seller, at its sole cost and expenses incurred by Seller in collecting such expense, shall carry, from the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss of rents insurance proceeds or condemnation awards and in effectuating any repairs with respect to the Property. To In the extent provided event that Seller elects to Sellermake all necessary repairs but fails to do so by Closing, Seller Purchaser shall provide receive a credit against the funds due from Purchaser at Closing in an amount equal to Purchaser a copy (i) the cost of completing such repairs plus (ii) an amount equal to the fire marshal’s report, if estimated amount of rent that will be lost following Closing by reason of such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s reportmake claim under its loss of rents insurance. In the event that Seller elects to perform repairs upon the Property, (i) Seller shall use reasonable efforts to complete such repairs promptlypromptly and Seller may, with the prior written consent of Purchaser (ii) Purchaser shall have the right to inspect and reasonably approve such repairs prior to Closing, and (iii) the date of Closing which consent may be extended withheld at Purchaser's sole discretion), adjourn the Closing for a reasonable period of time in order to allow for the completion of such repairs, (not to exceed a period the lesser of thirty one hundred twenty (30120) days. To days or three (3) days less than the extent any such repairs are not completed as maximum number of Closing, at Closing, Seller shall (i) assign days allowable for the Closing to Purchaser take place within the contract(s) governing such work as time limits in force to allow the sale of the Property to be part of the Assumed Service Contracts, reverse LKE (iihereinafter defined) pay to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed initiated by Seller), and (iii) assign to Purchaser complete such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closingrepairs. If Seller assigns 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 's insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of loss or damage to the Property or any portion thereof hereof which is not “major” a Major Loss (as hereinafter defined), this Agreement Seller shall remain in full force promptly contract for and effect provided that commence the repairs and complete so much thereof as may be accomplished prior to the date of Closing. If such repairs are not completed on or before the date of Closing, (i) the Closing shall take place as scheduled, (ii) Seller performs any necessary repairs or, at Seller’s option, assigns shall assign to Purchaser at Closing all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, less question that have not then been expended for repairs (including any proceeds of business interruption or rent loss insurance payable with respect to periods from and after the reasonable out-of-pocket costs and expenses incurred by Seller in collecting such insurance proceeds or condemnation awards and in effectuating any repairs to the Property. To the extent provided to Seller, Seller shall provide to Purchaser a copy of the fire marshal’s report, if such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s report. In the event that Seller elects to perform repairs upon the PropertyClosing Date), (iiii) Seller shall use reasonable efforts execute and deliver to complete Purchaser any and all instruments or documentation reasonably requested by Purchaser to effectuate such repairs promptlyassignment, including, without limitation, an executed acknowledgement of the assignment from the insurance provider, (iiiv) Purchaser shall have the right Seller will assign to inspect and reasonably approve such repairs prior to ClosingPurchaser, and (iii) Purchaser will assume the date of Closing may be extended for a reasonable period of time in order rights and obligations under the construction contract pursuant to allow for the completion of such repairs, not to exceed a period of thirty (30) days. To the extent any which such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part of the Assumed Service Contracts, (ii) pay to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closingbeing completed. If Seller assigns is required to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy. Seller shall not adjust any insurance proceeds or condemnation awards without Purchaser’s prior written consent (which consent shall not be unreasonably withheld) and, after Closing, Seller shall reasonably cooperate with Purchaser in the processing of any claims against Seller’s insurance or the applicable governmental authority. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of “minor” loss or damage being defined for the purpose of this Agreement as damage to the Property such that the Property could be repaired or restored, in the opinion of an architect mutually acceptable to Seller and Buyer (with any portion thereof fees, costs or expenses pertaining to such opinion to be borne equally by Buyer and Seller), to a condition substantially identical to that of the Property immediately prior to the event of damage at a cost equal to or less than the greater of Five Hundred Thousand and no/100 Dollars ($500,000.00) or two and one-half percent (2.5%) of the Purchase Price and/or in which is a Lessee does not “major” have the right to terminate its Lease due to the occurrence of the particular casualty event (as hereinafter definedopposed to a failure to actually reconstruct within a particular period), then neither Seller nor Buyer shall have the right to terminate this Agreement shall remain in full force and effect provided that as to the Property due to such damage but Seller performs any necessary repairs orshall, at Seller’s optionoption as expressed to Buyer in writing given not later than ten (10) days after such determination by the architect as provided above, assigns either (a) reduce the Purchase Price by an amount equal to Purchaser the cost to repair such damage, or (b) following the occurrence of such damage, repair and restore the damaged portion of the Property to a condition substantially identical to that which existed immediately prior to the occurrence of such damage and in either such event Seller shall retain all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty casualty, rental loss and other insurance policies or condemnation awards relating to the premises in questionProperty, less the reasonable out-of-pocket costs and expenses incurred by Seller in collecting such other than any rental loss insurance proceeds or condemnation awards and in effectuating any repairs attributable to the Property. To period of time following the Close of Escrow to the extent provided that a Lessee is entitled to Sellerany abatement of rent, Seller which rental loss proceeds shall provide be assigned to Purchaser a copy of the fire marshal’s report, if such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s reportBuyer. In addition and notwithstanding the event that Seller elects to perform repairs upon the Propertyforegoing, (i) Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser Buyer shall have the right to inspect elect to make such repairs (in lieu of Seller), in which event, the Close of Escrow shall not be extended and reasonably approve upon the Close of Escrow, Buyer shall receive a credit against the Purchase Price in an amount equal to the cost of the repairs. If Seller elects to repair and restore the damaged portion of the Property (and Buyer has not made the election above), Seller shall act promptly and diligently to complete such repairs in a good and workmanlike manner and shall complete such repairs prior to Closingthe Close of Escrow, and (iii) the date of Closing which may be extended for a reasonable period as provided above, but in no event shall the Closing Date be extended beyond the Outside Date. Buyer and Seller agree that the decision of time in order to allow for any architect required hereunder shall be made within ten (10) days after the completion occurrence of such repairsloss or damage. In addition, not failure by Seller to exceed a period of thirty (30) days. To make an affirmative election to repair and restore the extent any such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part damaged portion of the Assumed Service Contracts, (ii) pay Property as provided above shall be deemed to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received be an election by Seller prior under clause (a) above to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Seller assigns a casualty claim to Purchaser, reduce the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy. Upon Closing, full risk of loss with respect cost to the Property shall pass to Purchaserrepair such damage.

Minor Damage. Subject to the terms hereof, Seller shall bear all risk of loss or damage to the Property by fire, other casualty or condemnation prior to the Closing. If at any time prior to the Closing all or any portion of the Property is damaged as a result of fire or other casualty or taken by condemnation or any proceeding in condemnation or Seller receives written notice of such taking or intended taking, Seller shall promptly give written 35311418v.9 notice thereof to Purchaser. In the event of loss or damage to the Property or any portion thereof which is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided that effect, and, at Purchaser’s election, Seller performs any necessary repairs or, shall either (a) repair and restore the Property to a condition substantially identical to its former condition at Seller’s optionexpense, assigns or (b) assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards (or proceeds of sale in lieu thereof) relating to the premises in question, less the reasonable out-of-pocket costs and expenses incurred by Seller in collecting such insurance proceeds or condemnation awards and in effectuating any repairs to the Property. To the extent provided to Seller, Seller shall provide to Purchaser a copy of the fire marshal’s report, if such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s report. In the event that Seller Purchaser elects to have Seller perform repairs upon the Property, (i) Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser shall have the right to inspect and as soon as reasonably approve such repairs prior to Closingpracticable, and (iii) the date of Closing may shall be extended for a reasonable period time (not to exceed thirty (30) days without the prior written consent of time Purchaser) in order to allow for the completion of such repairs, not to exceed a period of thirty (30) days. To the extent any such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part of the Assumed Service Contracts, (ii) pay to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Purchaser elects to have Seller assigns assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount and coinsurance amounts under Seller’s insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. (a) In the event of loss damage or damage destruction to any material portion of the Assets first occurring after the date of this Agreement and prior to the Property Closing, of which Sellers obtain actual knowledge and which Sellers reasonably believe would involve more than $25,000 to repair or any portion replace, Sellers shall promptly give Buyer notice thereof which and retain a contractor or other professional reasonably acceptable to Buyer (the "Acceptable Contractor") to estimate the cost of restoration and/or replacement thereof, and shall instruct such Acceptable Contractor to deliver its written estimate of such restoration and/or replacement cost to Sellers and Buyer as soon as reasonably practicable. If the cost of restoring and/or replacing such Assets, in the reasonable judgment of such Acceptable Contractor, is not “major” (as hereinafter defined)$100,000 or less in the aggregate, this Agreement Buyer shall remain in full force and effect provided that Seller performs any necessary repairs or, at Seller’s have the option, assigns to Purchaser be exercised by written notice to Sellers within thirty (30) days after the restoration and/or replacement cost has been determined by the Acceptable Contractor, as provided above, either: (i) to proceed with the acquisition of all the Assets at the Closing, in which case at the Closing, Sellers shall disburse to Buyer the amount of Seller’s right, title and interest to any claims and insurance proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating (less deductibles ("Damage Deductibles")) to the premises extent at that time actually collected by Sellers in questionconnection with such damage or destruction and Sellers shall assign all Sellers' rights to receive any such proceeds (less Damage Deductibles) in the future free and clear of any Liens thereon and claims thereto, less the reasonable out-of-pocket costs and expenses of collection actually paid or incurred by Seller Sellers in collecting such insurance proceeds connection therewith (the "Net Insurance Proceeds"); or (ii) if the damage or condemnation awards and destruction (1) can reasonably be expected to interfere in effectuating any repairs to material respect with the Property. To the extent provided to Seller, Seller shall provide to Purchaser a copy operation of the fire marshal’s reportBusiness as presently operated and/or the Assets, if such casualty was caused by fireor (2) shall create in the Assets an environmentally hazardous condition which pursuant to applicable law requires remediation ("Hazardous Condition"), and a copy of to elect to terminate this Agreement. (b) Notwithstanding the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairsforegoing, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s report. In in the event that Seller elects a Hazardous Condition is created by any such damage or destruction which could reasonably be expected to expose Sellers to liabilities resulting therefrom in excess of $500,000 and/or such damage or destruction could reasonably be expected to expose Sellers under the Assigned Agreements to liabilities in excess of $500,000 by reason of delays or Sellers inability to perform repairs upon its obligations under the Property, (i) Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser shall have the right to inspect and reasonably approve such repairs Assigned Agreements prior to Closingthe Closing Date, and (iii) the date of Closing then Sellers may be extended for a reasonable period of time in order elect to allow for the completion of such repairs, not to exceed a period of thirty (30) days. To the extent any such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part of the Assumed Service Contracts, (ii) pay to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of terminate this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Seller assigns a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to PurchaserAgreement.

Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided that Seller performs any necessary repairs or, at Seller’s option, assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, less the reasonable out-of-pocket costs and expenses incurred by Seller in collecting such insurance proceeds or condemnation awards and in effectuating any repairs to the Property. To Property and, with respect to a condemnation only, the extent provided to Seller, costs and expenses incurred by Seller shall provide to Purchaser a copy of in settling and obtaining the fire marshal’s report, if such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s reportcondemnation award. In the event that Seller elects to perform repairs upon the Property, Seller shall cause such repair work to be performed (ia) in a good and workmanlike manner, (b) in compliance with all applicable laws, and (c) by a reputable, experienced, duly licensed, insured and bonded general contractor having demonstrable experience in performing similar work and the ability to assist in the coordination with insurance carriers and adjusters in connection with the adjustment and payment of the applicable casualty claim (the “Repair Work Standard of Care”). Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser shall have the right promptly and to inspect and reasonably approve such repairs prior to Closing, and (iii) the date of Closing may be extended for a reasonable period of time in order to allow for the completion of such repairs, not to exceed a period of thirty (30) days. To the extent any such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part of the Assumed Service Contracts, (ii) pay to Purchaser (or provide a credit against the Purchase Price) Price in an amount equal to the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form reasonably approved by Purchaser and shall, in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Seller assigns elects to assign a casualty claim to Purchaser, Purchaser shall receive a credit against the Purchase Price shall be reduced by in 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.

Minor Damage. In the event of loss or damage "damage" to the Property or any portion thereof which is not “"major” " (as such terms are hereinafter defined), this Agreement shall remain in full force and effect provided that Seller Seller, at Seller's option, either (i) performs any necessary repairs or, at Seller’s option's expense, (ii) (in the event of an insured loss) assigns to Purchaser all of Seller’s 's right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in questionquestion and (if applicable) provides Purchaser a credit against the Purchase Price in an amount equal to the deductible amount or self-insured retention under such casualty insurance or (iii) (in the event of an uninsured loss) provides Purchaser a credit against the Purchase Price in an amount equal to the amount of the loss, less the reasonable out-of-pocket costs and expenses incurred as determined by an architect selected by Seller in collecting such insurance proceeds or condemnation awards and in effectuating any repairs to the Property. To the extent provided to Seller, Seller shall provide to Purchaser a copy of the fire marshal’s report, if such casualty was caused reasonably approved by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s reportPurchaser. In the event that Seller elects to perform repairs upon the Property, (i) Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser shall have the right to inspect and reasonably approve such repairs prior to Closing, and (iii) the date of Closing may shall be extended for a reasonable period of time in order to allow for the completion of such repairs, not to exceed a period ninety (90) days from scheduled date of thirty Closing as provided herein (30) daysthe "Repair Deadline"). To In the extent any event that Seller makes the election to perform the necessary repairs at Seller's expense pursuant to clause (i), and Seller does not complete such repairs are not completed as of Closingby the Repair Deadline, then Purchaser shall have the right, at ClosingPurchaser's election, Seller shall either (i) assign to terminate this Agreement by written notice given to Seller on the Repair Deadline, whereupon Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money to Purchaser and the contract(s) governing such work as part parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of the Assumed Service Contractsthis Agreement, or (ii) pay to Purchaser (or proceed to close and receive a credit against the Purchase Price) the insurance proceeds related at Closing equal to the applicable casualty received cost to complete such repairs as determined by Seller prior to Closing and not used for the payment of parties, acting reasonably, with the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment assistance of a casualty insurance policy or award pursuant to the foregoing provisions of this Section shall be on a form contractor selected Seller and reasonably approved by Purchaser and shall, (in any such event, include a consent to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. which case Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Seller assigns a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s retain all applicable insurance policyclaims). Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of “minor” loss or damage being defined for the purpose of this Agreement as damage to one of the Properties such that the affected Property could be repaired or restored, in the opinion of an architect mutually acceptable to Sellers and Buyer (with any fees, costs or expenses pertaining to such opinion to be borne equally by Buyer and Sellers), to a condition substantially identical to that of the affected Property immediately prior to the event of damage at a cost equal to or less than the greater of Five Hundred Thousand and no/100 Dollars ($500,000.00) or two and one-half percent (2.5%) of the Purchase Price allocated to the Property or any portion thereof and/or in which is a Lessee does not “major” have the right to terminate its Lease due to the occurrence of the particular casualty event (as hereinafter definedopposed to a failure to actually reconstruct within a particular period), then neither Sellers nor Buyer shall have the right to terminate this Agreement shall remain in full force and effect provided that Seller performs any necessary repairs oras to the Property due to such damage but Sellers shall, at SellerSellers’ option as expressed to Buyer in writing given not later than ten (10) days after such determination by the architect as provided above, either (a) reduce the Purchase Price by an amount equal to the cost to repair such damage, or (b) following the occurrence of such damage, repair and restore the damaged portion of the affected Property to a condition substantially identical to that which existed immediately prior to the occurrence of such damage (in which event, at Buyer’s option, assigns the Closing Date for all Properties shall be extended to Purchaser allow Sellers to complete such work, or the Closing Date for just that Property shall be extended to allow Sellers to complete the work) and in either such event, the extension of the Closing Date shall be subject to the Outside Date and Sellers shall retain all of Seller’s right, title and interest to any claims and proceeds Seller Sellers may have with respect to any casualty casualty, rental loss and other insurance policies or condemnation awards relating to the premises in questionaffected Property, less the reasonable out-of-pocket costs and expenses incurred by Seller in collecting such other than any rental loss insurance proceeds or condemnation awards and in effectuating any repairs attributable to the Property. To period of time following the Close of Escrow to the extent provided that the Lessee(s) of such Property are entitled to Sellerany abatement of rent, Seller which rental loss proceeds shall provide be assigned to Purchaser a copy of the fire marshal’s report, if such casualty was caused by fire, and a copy of the insurance adjuster’s report for such casualty loss tendered to Seller’s insurance carrier and a copy of a formal bid from a licensed contractor for the estimated cost of repairs, and Seller shall use commercially reasonable efforts to obtain such fire marshal’s reportBuyer. In addition and notwithstanding the event that Seller elects to perform repairs upon the Propertyforegoing, (i) Seller shall use reasonable efforts to complete such repairs promptly, (ii) Purchaser Buyer shall have the right to inspect elect to make such repairs (in lieu of Seller), in which event, the Close of Escrow shall not be extended and reasonably approve upon the Close of Escrow, Buyer shall receive a credit against the Purchase Price in an amount equal to the cost of the repairs. If Sellers elect to repair and restore the damaged portion of the affected Property (and Buyer has not made the election above), Sellers shall act promptly and diligently to complete such repairs in a good and workmanlike manner and shall complete such repairs prior to Closingthe Close of Escrow, and (iii) the date of Closing which may be extended for a reasonable period as provided above, but in no event shall the Closing Date be extended beyond the Outside Date. Buyer and Sellers agree that the decision of time in order to allow for any architect required hereunder shall be made within ten (10) days after the completion occurrence of such repairsloss or damage. In addition, not failure by Sellers to exceed a period of thirty (30) days. To make an affirmative election to repair and restore the extent any such repairs are not completed as of Closing, at Closing, Seller shall (i) assign to Purchaser the contract(s) governing such work as part damaged portion of the Assumed Service Contracts, (ii) pay to Purchaser (or credit against the Purchase Price) the insurance proceeds related to the applicable casualty received by Seller prior to Closing and not used for the payment of the repair and restoration work performed by Seller, and (iii) assign to Purchaser such Seller’s right, title and interest in and to all claims and rights under the insurance policy applicable to such loss and insurance proceeds applicable to the casualty and not received by Seller prior to Closing. Any assignment of a casualty insurance policy or award pursuant to the foregoing provisions of this Section affected Property as provided above shall be on a form reasonably approved deemed to be an election by Purchaser and shall, in any such event, include a consent Sellers under clause (a) above to the assignment by Seller’s insurer in the event the insurance company must consent to the assignment under applicable law. Seller shall use commercially reasonable efforts to obtain such consent from the insurer and Seller shall reasonably cooperate with Purchaser in completing any documentation required by such insurer to obtain such consent. In the event that, as of Closing, such consent of the insurer has not been obtained, Seller shall reasonably cooperate with Purchaser to obtain such consent following Closing. If Seller assigns a casualty claim to Purchaser, reduce the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policycost to repair such damage. Upon ClosingTo the extent that there may be Minor Damage to more than one of the Properties, full risk the provisions of loss with respect this Section 18(a) shall be applied separately to each of the Property shall pass to Purchaseraffected Properties.