Common use of DAMAGE BY CASUALTY Clause in Contracts

DAMAGE BY CASUALTY. It is the intention of the parties that at Closing Seller shall transfer to Purchaser the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from fire or other casualty shall be borne by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, of the cost to repair any such damage. If the Real Property, Improvements or Personal Property, if any, is damaged by fire or other casualty prior to Closing such that the reasonable cost of repair and restoration of such damage with materials of like kind and quality is greater than $900,000, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent within fifteen (15) days from the date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies.

DAMAGE BY CASUALTY. It is In the intention event the Leased Premises or other parts of the parties that at Closing Seller shall transfer to Purchaser the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from Building are damaged by fire or other casualty casualty, Landlord, unless it elects to terminate this Lease as provided hereafter, shall be borne repair the damage with reasonable dispatch after notice thereof. The obligation of Landlord hereunder shall not include any leasehold improvements which were not Landlord's original responsibility. Repair by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of Landlord for any damage which caused by carelessness, negligence or improper conduct of Tenant, its agents, employees, visitors or licensees shall occur and not prejudice any right of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer Landlord or contractor, of the cost to repair any such damageits insurer. If the Real Property, Improvements or Personal Property, if any, Leased Premises is so damaged by fire or other casualty prior that they are untenantable but are, nevertheless, repaired by Landlord, the rent shall be adjusted for the time during which and the extent to Closing which the Leased Premises may have been untenantable. If such that repairs are delayed because of Tenant's failure to adjust Tenant's own insurance claim or because of Tenant's failure to remove its damaged property, no reduction shall be made beyond a reasonable time allowed for such adjustment or removal. If the reasonable cost fire or casualty to the Leased Premises is caused by carelessness, negligence, or improper conduct by Tenant, or its agents, employees, visitors or licensees, then, notwithstanding such damage, Tenant shall be liable for the rent, during the unexpired portion of repair and restoration the term of such damage with materials of like kind and quality is greater than $900,000this Lease, as determined by such engineer or contractorwithout abatement, Purchaser may elect unless Landlord elects to terminate this Agreement Lease as provided hereafter. If Landlord, in its uncontrolled discretion, shall decide within a reasonable time after any fire or other casualty (even though the Leased Premises may not have been affected by such fire or casualty), not to repair, rebuild or reconstruct the Building containing the Leased Premises, then, upon written notice given by Landlord to Seller sent within fifteen (15) days from the Tenant, this Lease shall terminate on a date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies.specified

DAMAGE BY CASUALTY. It is the intention of the parties that at Closing Seller shall transfer to Purchaser the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from fire or other casualty shall be borne by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, of the cost to repair any such damage. If the Real Property, Improvements or Personal Property, if any, Building is damaged or partially destroyed by fire or other casualty prior to Closing such the extent of one-half (1/2) or less of the then cost of replacement above the foundation, the same shall be promptly repaired by Landlord except that the reasonable cost obligation of repair and restoration Landlord to rebuild shall not include any obligation to rebuild those portions of such damage with materials the Premises installed or added by Tenant. If the Building is destroyed or damaged to the extent of like kind and quality is greater than $900,000one-half (1/2) of the then replacement cost, as determined by such engineer either Landlord, with the approval of its mortgagee, or contractor, Purchaser Tenant may elect to terminate this Agreement Lease by giving notice in writing to the other party terminating this Lease given within sixty (60) days of such damage or destruction, in which event, this Lease shall be terminated as of the date of such notice. If neither party provides such notice, Landlord shall promptly commence and diligently pursue to completion any repair or restoration needed as a result of such fire or other casualty. If Landlord shall proceed to repair or rebuild the Premises, it shall initiate and pursue the necessary work with reasonable dispatch in the manner consistent with sound construction methods. Tenant agrees to promptly cooperate with Landlord so as to not delay the progress of such repair and restoration. If the damage or partial destruction to the Building shall, in the opinion of Tenant, render the Premises wholly untenantable, then rent shall xxxxx until the Building shall have been restored and are rendered tenantable. If such damage or partial destruction renders the Building untenantable only in part, the rent shall xxxxx proportionately as to the portion of the Building rendered untenantable. Notwithstanding the foregoing, if damage exceeding one-half (1/2) of the replacement cost above foundation has been incurred, Landlord may at its option terminate this Lease in the event insurance proceeds are not available to cover all or substantially all of the estimated cost of repair. Landlord shall exercise this option by written notice to Seller sent Tenant within fifteen thirty (1530) days from after the fire or casualty causing such loss, damage or destruction, which notice shall be effective as of the date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right such fire or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiescasualty.

DAMAGE BY CASUALTY. It is In the intention event of the parties that at Closing Seller shall transfer to Purchaser the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss damage to the Property from fire or other the Premises by casualty which renders the Property, in whole or in part, or the Premises untenantable, Landlord shall within ninety (90) days after said casualty notify the Tenant whether or not Landlord elects to reconstruct ("Reconstruction Notice"). If in Landlord's good faith estimation, the Premises cannot be restored within one hundred eighty (180) days after Landlord receives notice of damage, Landlord shall so notify Tenant in Landlord's Reconstruction Notice. Tenant may terminate this Lease by delivery of notice to Landlord within thirty (30) days after delivery of Landlord's Reconstruction Notice notifying Tenant that the Premises cannot be restored within one hundred eighty (180) days. If Landlord elects not to reconstruct or if Tenant elects under the preceding sentence to terminate this Lease, this Lease shall be borne by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, terminated as of the cost to repair any date of such damagedamage and rents will be prorated as of that date. If the Real PropertyLease is not so terminated, Improvements or Personal Property, if any, is damaged by fire or other casualty prior to Closing such that there shall be an abatement of rent and additional rent for the reasonable cost entire period of repair and restoration of such damage with materials of like kind and quality is greater than $900,000, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent within fifteen (15) days from time between the date of Seller's Notice, such destruction and the Deposit date on which the Premises shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated hereinplaced in tenantable condition. If the cost of Property is partially destroyed by casualty and the damage does not amount to the above extent, Landlord shall repair the Property with all convenient speed and restoration is less than $900,000, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller shall have the right to retain take possession of and occupy, to the insurance proceeds received related exclusion of Tenant, all or any portion of the Property necessary to such complete repairs, in which event there shall be an abatement of rent and additional rent as the nature of the damage under such insurance policiesand its interference with the occupancy of the Premises by Tenant shall warrant. If the cost Premises are only slightly damaged so as not to cause any material interference with Tenant's occupancy, there shall be no abatement of rent and Landlord shall repair and restoration is greater than $900,000 and Purchaser does not elect the damage as soon as possible. In the event of any casualty (with or without election to terminate this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amountsrebuild), (y) an assignment Landlord shall have no obligation to replace, rebuild or repair any property of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy Tenant including alterations by Tenant, but such Tenant property or policies with respect to the Propertyalterations shall be replaced, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesrebuilt or repaired by Tenant as soon as possible.

DAMAGE BY CASUALTY. It is the intention Should a substantial portion of the parties that at Closing Seller shall transfer to Purchaser Leased Property, or of the Property on an “as is” basis without warranty as to condition or repairProperty, except as expressly provided herein. Therefore, risk of loss to the Property from be substantially damaged by fire or other casualty, Landlord may elect to terminate this Lease. When such fire or casualty renders the Leased Property substantially unsuitable for its intended use, a just and proportionate abatement of rent shall be borne made. Further, within thirty (30) days after such fire or other casualty, Landlord shall give written notice to Tenant with respect to whether or not Landlord will restore the Leased Property. Tenant may elect to terminate this Lease if either (a) Landlord notifies Tenant that Landlord has elected not to restore the Leased Property, or (b) Landlord elects to restore but fails to restore the Leased Property to a condition substantially suitable for its intended use within one hundred eighty (180) days after such fire or casualty. However, Tenant's failure to give such notice of termination within five (5) days after the date on which the right to terminate ripens under either (a) or (b) above shall constitute a waiver of such right by Seller until ClosingTenant. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, Landlord will seek to have the first mortgagee of the cost to repair any such damage. If the Real Property, Improvements or Personal Leased Property, if any, is damaged by fire provide for application of hazard insurance loss proceeds to the repair or other casualty prior reconstruction of the Leased Property upon any hazard loss. Subject to Closing the mortgagee (if any) of the Leased Property making the hazard loss insurance proceeds available for such that the reasonable cost of repair restoration and restoration to Landlord's receipt of such proceeds for that purpose, if Landlord elects to repair, reconstruct, or cause to be repaired or reconstructed, such damage or destruction, Landlord shall not be required to expend, in connection with materials of like kind and quality is greater than $900,000such repair or reconstruction, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent within fifteen (15) days from the date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by amount exceeding the amount of casualty insurance proceeds actually received by Landlord. Notwithstanding the foregoing, in the event such damage at Closingmortgagee shall not make the insurance loss proceeds available for repair or restoration, Landlord shall not be required to repair or reconstruct the Leased Property and Seller shall notify Tenant within thirty (30) days next following such hazard loss, of its election in this respect and thereupon, Tenant shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate termination rights described above in this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesSection.

DAMAGE BY CASUALTY. It is the intention Should a substantial portion of the parties that at Closing Seller shall transfer to Purchaser Leased Premises, or of the Property on an “as is” basis without warranty as to condition or repairProperty, except as expressly provided herein. Therefore, risk of loss to the Property from be substantially damaged by fire or other casualty, Landlord may elect to terminate this Lease. When such fire or casualty renders the Leased Premises substantially unsuitable for its intended use, a just and proportionate abatement of rent shall be borne made. Further, within thirty (30) days after such fire or other casualty, Landlord shall give written notice to Tenant with respect to whether or not Landlord will restore the Leased Premises. Tenant may elect to terminate this Lease if either (a) Landlord notifies Tenant that Landlord has elected not to restore the Leased Premises, or (b) Landlord elects to restore but fails to restore the Leased Premises to a condition substantially suitable for its intended use within two hundred seventy (270) days after such fire or casualty. However, Tenant's failure to give such notice of termination within five (5) days after the date on which the right to terminate ripens under either (a) or (b) above shall constitute a waiver of such right by Seller until ClosingTenant. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, Landlord will seek to have the first mortgagee of the cost to repair any such damage. If the Real Property, Improvements or Personal Property, if any, is damaged by fire provide for application of hazard insurance loss proceeds to the repair or other casualty prior reconstruction of the Leased Premises upon any hazard loss. Subject to Closing the mortgagee (if any) of the Property making the hazard loss insurance proceeds available for such that the reasonable cost of repair restoration and restoration to Landlord's receipt of such proceeds for that purpose, if Landlord elects to repair, reconstruct, or cause to be repaired or reconstructed, such damage or destruction, Landlord shall not be required to expend, in connection with materials of like kind and quality is greater than $900,000such repair or reconstruction, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent within fifteen (15) days from the date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by amount exceeding the amount of casualty insurance proceeds actually received by Landlord. Notwithstanding the foregoing, in the event such damage at Closingmortgagee shall not make the insurance Loss proceeds available for repair or restoration, Landlord shall not be required to repair or reconstruct the Leased Premises and Seller shall notify Tenant within thirty (30) days next following such hazard loss, of its election in this respect and thereupon, Tenant shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate termination rights described above in this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesSection.

DAMAGE BY CASUALTY. It is the intention Should a substantial portion of the parties that at Closing Seller shall transfer to Purchaser Leased Property, or of the Property on an “as is” basis without warranty as to condition or repairProperty, except as expressly provided herein. Therefore, risk of loss to the Property from be substantially damaged by fire or other casualty, Landlord or Tenant may elect to terminate this Lease, and where such fire or casualty renders the Leased Property reasonably unsuitable for its intended use, a just and proportionate abatement of rent shall be borne made. Further, within thirty (30) days after such fire or other casualty, Landlord shall give written notice to Tenant with respect to whether or not Landlord will restore the Leased Property and the estimated time to complete such repair. Tenant may elect to terminate this Lease if either (a) Landlord notifies Tenant in writing that Landlord has elected not to restore the Leased Property, (b) Landlord elects to restore but fails to restore the Leased Property to a condition reasonably suitable for its intended use within one hundred twenty (120) days after such fire or casualty, or (c) Landlord fails to make reasonable, good faith efforts to commence restoring the Leased Property within one hundred twenty (120) days after such fire or casualty. However, Tenant's failure to give such notice of termination within ten (10) days after the date on which the right to terminate ripens under either (a), (b), or (c) above shall constitute a waiver of such right by Seller until ClosingTenant. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, Landlord will seek to have the first mortgagee of the cost to repair any such damage. If the Real Property, Improvements or Personal Leased Property, if any, is damaged by fire provide for application of hazard insurance loss proceeds to the repair or other casualty prior reconstruction of the Leased Property upon any hazard loss. Subject to Closing the mortgagee (if any) of the Leased Property making the hazard loss insurance proceeds available for such that the reasonable cost of repair restoration and restoration to Landlord's receipt of such proceeds for that purpose, if Landlord elects, to repair, reconstruct, or cause to be repaired or reconstructed, such damage or destruction, Landlord shall not be required to expend, in connection with materials of like kind and quality is greater than $900,000such repair or reconstruction, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent within fifteen (15) days from the date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by amount exceeding the amount of casualty insurance proceeds actually received by Landlord. Notwithstanding the foregoing, in the event such damage at Closingmortgagee shall not make the insurance loss proceeds available for repair or restoration, Landlord shall not be required to repair or reconstruct the Leased Property and Seller shall notify Tenant within thirty (30) days next following such hazard loss, of its election in this respect and thereupon, Tenant shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate termination rights described above in this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesSection.

DAMAGE BY CASUALTY. It is In the intention of event the parties that at Closing Seller shall transfer to Purchaser Premises or the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from fire or other casualty shall be borne by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, of the cost to repair any such damage. If the Real Property, Improvements or Personal Property, if any, is Building are damaged by fire or other casualty prior to Closing such that casualty, and the reasonable cost of Landlord has adequate insurance coverage, the Landlord shall forthwith repair and restoration of such damage with materials of like kind and quality is greater than $900,000the damage, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent provided the repairs can be made within fifteen one hundred eight (15180) days from the date of Seller's Noticecasualty and provided the Landlord receives insurance proceeds adequate to pay for the cost of the repairs. During the period of repair, this Lease shall remain in full force and effect except that the Deposit Tenant shall be returned entitled to Purchaser, a proportionate reduction in its Rent and thereafter neither party shall have any right other monetary obligations while such repairs are being made. The proportionate reduction such sums are to be based upon the extent to which the damage or remedy against casualty materially affects the other, except as otherwise stated hereinability of the Tenant to use the Premises for the Permitted Use. If the Landlord determines that the repairs cannot be made within the one hundred eighty (180) day period, or if insurance proceeds are not available to cover the cost of repair and restoration is less than $900,000said repairs, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller Landlord shall have the right option either (i) to retain repair or restore such damage, this Lease continuing in full force and effect but the insurance proceeds received related Rent to such damage under such insurance policiesbe proportionately reduced as above stated, or (ii) give notice to the Tenant at any time within one hundred and. If twenty (120) days after the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate this Agreement, then Purchaser shall receive (w) a credit against the cash balance date of the Purchase Price payable at Closing casualty terminating this Lease. In the event of the giving of such notice this Lease shall expire and all interest of the Tenant in the Premises shall terminate on the date so specified. in such notice and Rent and other sums, as abated or reduced, shall be paid up to the extent date of payments received by or on behalf of Seller prior such termination. The Landlord agrees to refund to the Closing Date under Tenant any rent theretofore paid applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable period of time subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect date of termination. Notwithstanding anything to the Property (orcontrary, if Seller’s insurer does the Landlord shall not permit such policy and/or payments be required. to be assigned repair any injury or damage by fire or other casualty, or to Purchasermake repairs or replacements of any paneling, a credit for such amounts)decorations, (y) an assignment of Seller's rights partitions, railings, ceilings, floor coverings, office fixtures or any other property installed in the Premises by the Tenant. In the event that Landlord elects to payments with respect to rents due subsequent repair or restore the damage to the Closing Date under any rental insurance policy Premises an such repairs or policies with respect to restoration are not completed within two hundred ten (210) days from the Propertydate of casualty, if any (orTenant may, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesits option cancel this Lease.

DAMAGE BY CASUALTY. It is the intention Should more than fifty percent (50%) of the parties that at Closing Seller shall transfer to Purchaser floor space of the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from Leased Improvements be substantially damaged by fire or other casualty, Landlord may elect to terminate this Lease. When such fire or casualty renders the Leased Property substantially unsuitable for its intended use, a just and proportionate abatement of rent shall be borne made. Further; within thirty (30) days after such fire or other casualty, Landlord shall give written notice to Tenant with respect to whether or not Landlord will restore the Leased Property. Tenant may elect to terminate this Lease if either (a) Landlord notifies Tenant that Landlord has elected not to restore the Leased Property, or (b) Landlord elects to restore but fails to restore the Leased Property to a condition substantially suitable for its intended use with one hundred eighty (180) days after such fire or casualty. However, Tenant's failure to give such notice of termination within five (5) days after the date on which the right to terminate ripens under either (a) or (b) above shall constitute a waiver of such right by Seller until ClosingTenant. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s Landlord will use its best estimate, based upon a report of an independent engineer or contractor, efforts to cause the first mortgagee of the cost to repair any such damage. If the Real Property, Improvements or Personal Leased Property, if any, is damaged by fire to allow application of hazard insurance loss proceeds to the repair or other casualty prior reconstruction of the Leased Property upon any hazard loss. Notwithstanding the foregoing, in the event such mortgagee shall not make the insurance loss proceeds available for repair or restoration, Landlord shall not be required to Closing such that repair or reconstruct the reasonable cost of repair Leased Property and restoration of such damage with materials of like kind and quality is greater than $900,000, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent shall notify Tenant within fifteen thirty (1530) days from the date next following such hazard loss, of Seller's Noticeits election in this respect and thereupon, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller Tenant shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate termination rights described above in this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesSection 19.1.

DAMAGE BY CASUALTY. It is In the intention of event the parties that at Closing Seller shall transfer to Purchaser Premises or the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from fire or other casualty shall be borne by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, of the cost to repair any such damage. If the Real Property, Improvements or Personal Property, if any, is Building are damaged by fire or other casualty prior to Closing such that casualty, and the reasonable cost of Landlord has adequate insurance coverage, the Landlord shall forthwith repair and restoration of such damage with materials of like kind and quality is greater than $900,000the damage, as determined by such engineer or contractor, Purchaser may elect to terminate this Agreement by written notice to Seller sent provided the repairs can be made within fifteen one hundred eight (15180) days from the date of Seller's Noticecasualty and provided the Landlord receives insurance proceeds adequate to pay for the cost of the repairs. During the period of repair, this Lease shall remain in full force and effect except that the Deposit Tenant shall be returned entitled to Purchaser, a proportionate reduction in its Rent and thereafter neither party shall have any right other monetary obligations while such repairs are being made. The proportionate reduction such sums is to be based upon the extent to which the damage or remedy against casualty materially affects the other, except as otherwise stated hereinability of the Tenant to use the Premises for the Permitted Use. If the Landlord determines that the repairs cannot be made within the one hundred eighty (180) day period, or if insurance proceeds are not available to cover the cost of repair and restoration is less than $900,000said repairs, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller Landlord shall have the right option either (1) to retain repair or restore such damage, this Lease continuing in full force and effect but the insurance proceeds received related Rent to such damage under such insurance policies. If be proportionately reduced as above stated, or (2) give notice to the cost of repair Tenant at any time within one hundred and restoration is greater than $900,000 and Purchaser does not elect to terminate this Agreement, then Purchaser shall receive twenty (w120) a credit against days after the cash balance date of the Purchase Price payable at Closing casualty terminating this Lease. In the event of the giving of such notice this Lease shall expire and all interest of the Tenant in the Premises shall terminate on the date so specified in such notice and Rent and other sums, as abated or reduced, shall be paid up to the extent date of payments received by or on behalf of Seller prior such termination. The Landlord agrees to refund to the Closing Date under Tenant any rent theretofore paid applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable period of time subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect date of termination. Notwithstanding anything to the Property (orcontrary, if Seller’s insurer does the Landlord shall not permit such policy and/or payments be required to be assigned repair any injury or damage by fire or other casualty, or to Purchasermake repairs or replacements of any paneling, a credit for such amounts)decorations, (y) an assignment of Seller's rights partitions, railings, ceilings, floor coverings, office fixtures or any other property installed in the Premises by the Tenant. In the event that Landlord elects to payments with respect to rents due subsequent repair or restore the damage to the Closing Date under Premises any rental insurance policy such repairs or policies with respect to restoration are not completed within two hundred ten (210) days from the Propertydate of casualty, if any (orTenant may, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiesits option cancel this Lease.

DAMAGE BY CASUALTY. It is the intention of the parties that at Closing Seller shall transfer to Purchaser the Property on an “as is” basis without warranty as to condition or repair, except as expressly provided herein. Therefore, risk of loss to the Property from fire or other casualty shall be borne by Seller until Closing. Seller shall promptly notify Purchaser (“Seller’s Notice”) of any damage which shall occur and of which Seller shall become aware and of Seller’s best estimate, based upon a report of an independent engineer or contractor, of the cost to repair any such damage. If the Real Property, Improvements Premises or Personal Property, if any, is the Building are damaged or partially destroyed by fire or other casualty prior to Closing such the extent of one-half (1/2) or less of the then cost of replacement above the foundation, the same shall as soon as practicable be promptly repaired by Landlord except that the reasonable cost obligation of repair and restoration Landlord to rebuild shall not include any obligation to rebuild those portions of such damage with materials the Premises installed or added by Tenant. If the Premises or the Building is destroyed or damaged to the extent of like kind and quality is greater than $900,000one-half (1/2) of the then replacement cost, as determined by such engineer either Landlord, with the approval of its mortgagee, or contractor, Purchaser Tenant may elect to terminate this Agreement Lease by giving notice in writing to the other party terminating this Lease given within sixty (60) days of such damage or destruction, in which event, this Lease shall be terminated as of the date of such notice. If neither party provides such notice, Landlord shall promptly commence and diligently pursue to completion any repair or restoration needed as a result of such fire or other casualty. If Landlord shall proceed to repair or rebuild the Premises, it shall initiate and pursue the necessary work with reasonable dispatch in the manner consistent with sound construction methods. Tenant agrees to promptly cooperate with Landlord so as to not delay the progress of such repair and restoration. If the damage or partial destruction to the Building or Premises shall, in the opinion of Tenant, render the Premises wholly untenantable, then rent shall abatx xxxil the Premises shall have been restored and are rendered tenantable. If such damage or partial destruction renders the Premises untenantable only in part, the rent shall abatx xxxportionately as to the portion of the Premises rendered untenantable. Notwithstanding the foregoing, if damage exceeding one-half (1/2) of the replacement cost above foundation has been incurred, Landlord may at its option terminate this Lease in the event insurance proceeds are not available to cover all or substantially all of the estimated cost of repair. Landlord shall exercise this option by written notice to Seller sent Tenant within fifteen thirty (1530) days from after the fire or casualty causing such loss, damage or destruction, which notice shall be effective as of the date of Seller's Notice, the Deposit shall be returned to Purchaser, and thereafter neither party shall have any right such fire or remedy against the other, except as otherwise stated herein. If the cost of repair and restoration is less than $900,000, the Purchase Price shall be reduced by the amount of such damage at Closing, and Seller shall have the right to retain the insurance proceeds received related to such damage under such insurance policies. If the cost of repair and restoration is greater than $900,000 and Purchaser does not elect to terminate this Agreement, then Purchaser shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property, (x) an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property, if any (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Purchaser, a credit for such amounts), and (z) a credit against the cash balance of the Purchase Price payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policiescasualty.