Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Damage. Risk All risk of loss with respect to the Real Fee Property up to and including shall remain with Seller until the Closing Date and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Fee Property shall be borne by Sellerpass to Purchaser. Seller shall promptly give Buyer Purchaser written notice of any damage to the FacilityFee Property if the cost to repair such damage, as reasonably estimated by Seller, exceeds Five Thousand Dollars ($5,000), describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In If non-material damage occurs, then the event parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, and shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Closing (subject to the Seller’s right under the New Leases to use such insurance proceeds for the cost of such repairs). To the extent any damage is material damage (described as defined below), Purchaser may elect (in its sole discretion) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full Purchaser such ten (10) business day period to make respond to such election): (inotice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement. If Purchaser terminates this Agreement after material damage occurs, in which event the Deposit and all interest earned thereon Xxxxxxx Money shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement Purchaser. Damage as to all any one or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the work), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). An affiliate of Seller may be engaged as Seller’s contractor, provided Seller discloses the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result relationship of such damage or destruction and assume responsibility for such repair. If Buyer fails affiliate to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restorePurchaser.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale (Arena Pharmaceuticals Inc)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Improvements or any portion thereof, Buyer Purchaser may, at its option, option by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and and, if necessary necessary, the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business day period to make such election): ), either (i) terminate this Agreement, in which event the Deposit and all interest earned thereon Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Buyer Purchaser (and no party such termination shall have any further obligations hereunder, except otherwise be as expressly set forth hereinprovided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement as to all Agreement, receive an assignment of the Property, receive payment of any insurance proceeds (including any calculated rent loss insurance insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. If Buyer fails Purchaser and Seller shall collaboratively work together to timely make file such electionclaim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, Buyer however, any final settlement of such claim shall be deemed to have elected to proceed under clause (ii) abovedetermined by Seller. If the Facility is Improvements are not materially damaged, then (A) Buyer Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsPurchaser or, and if repairs cannot be completed before the Closing or if Seller otherwise elects (Cin Seller’s sole discretion) at Closingnot to commence or complete such repairs, Buyer shall receive assign to Purchaser the payment of any insurance proceeds (including any calculated rent loss insurance insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destructiondestruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). To For the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer)purposes of this Agreement, Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material material damage” and “materially damaged” means, with respect means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the Facilityterms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, damage no later than two (x2) whichbusiness days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or the event (y) whichof an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in BuyerSeller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable estimationcontractor repair/restoration estimates obtained by Seller (such date, will take longer than ninety the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (905) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to repair or restorePurchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Rexford Industrial Realty, Inc.), Agreement of Purchase and Sale (Rexford Industrial Realty, Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned (less the Independent Contract Consideration) to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.), Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk If, prior to the Closing Date, all or any part of loss the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSubject Property. In the event of any material damage (described below) to or destruction such termination of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no neither party shall will have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to all of evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the Propertymanner provided in this Section 11) despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for to return the damaged Improvements to substantially their condition prior to such repairdamage. If Buyer fails to timely make such election, Buyer damage shall be deemed completely repaired prior to have elected the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to proceed under clause (ii) abovesuch damage. If such damage shall not be completely repaired prior to the Facility Closing Date, but Seller is not materially damageddiligently proceeding to repair, then (A) Buyer there shall not be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to terminate delay the Closing Date until repair is completed. For purposes of this AgreementSection 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (Bii) Seller shallaccess to or parking on the Subject Property is adversely affected, to the extent requested and directed by Buyer, repair (iii) the damage before results in the Closing in a manner reasonably satisfactory Subject Property violating any laws or failing to Buyer utilizing comply with zoning or any available insurance proceedscovenants, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after conditions or restrictions affecting the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repairSubject Property, or (yiv) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days the damage entitles the Tenant to repair or restoreterminate the Lease.
Appears in 2 contracts
Samples: Purchase Agreement (KBS Real Estate Investment Trust, Inc.), Purchase Agreement (KBS Real Estate Investment Trust, Inc.)
Damage. Risk If any of the improvements or buildings, including any parking garage on the Premises shall be damaged or destroyed by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with respect the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the Real Property up condition in which they were immediately prior to and including the Closing Date shall be borne by Sellersuch damage or destruction. Seller shall promptly give Buyer written notice The net proceeds of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered insurance recovered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result reason of such damage or destruction in excess of the cost of adjusting the insurance claim and assume responsibility for collecting the insurance proceeds (such repair. If Buyer fails excess being referred to timely make such election, Buyer herein as the "Net Insurance Proceeds") shall be deemed held by any escrow agent which is reasonably acceptable to have elected Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to proceed under clause Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (ii) aboveif any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Facility is not materially damagedNet Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result amount of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller excess Net Insurance Proceeds shall be paid a portion to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restorerestoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.
Appears in 2 contracts
Samples: Lease Agreement (Markel Corp), Lease Agreement (Markel Corp)
Damage. Risk If, prior to the Closing Date, all or any part of loss the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSubject Property. In the event of any material damage (described below) to or destruction such termination of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon Exxxxxx Money shall be returned to Buyer Purchaser and no thereafter neither party shall will have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to all of evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the Propertymanner provided in this Section 11) despite such damage, receive any insurance proceeds (including any rent loss insurance applicable or if the Improvements are damaged but not substantially, Seller shall promptly commence to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for to return the damaged Improvements to substantially their condition prior to such repairdamage. If Buyer fails to timely make such election, Buyer damage shall be deemed completely repaired prior to have elected the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to proceed under clause (ii) abovesuch damage. If such damage shall not be completely repaired prior to the Facility Closing Date, but Seller is not materially damageddiligently proceeding to repair, then (A) Buyer Seller shall not complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to terminate delay the Closing Date until repair is completed. For purposes of this AgreementSection 11, (B) Seller shall, the phrase “substantially damaged” means damage that gives rise to the extent requested ability of the Tenant(s) leasing at least fifty percent (50%) of the rentable square feet in the Subject Property (in the aggregate) to terminate such Tenants’ Lease(s) pursuant to the terms and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result conditions of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested Lease(s) and directed in writing by Buyer (which costs have not been assumed by Buyersuch Tenant(s) actually terminate such Lease(s), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 2 contracts
Samples: Office Lease Agreement (Columbia Equity Trust, Inc.), Purchase Agreement (Columbia Equity Trust, Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notify Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s Sellers’ reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.), Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk All risk of loss with respect to the Real Building F Property up shall remain with the Building F Owner until the Building F Closing and delivery of a deed vesting title in Purchaser, when full risk of loss with respect to and including the Closing Date Building F Property shall be borne by Sellerpass to Purchaser. Seller shall promptly give Buyer Purchaser written notice of any damage to the FacilityBuilding F Property to the extent known to Seller, describing if the cost to repair such damage, stating as reasonably estimated by Seller, exceeds Fifteen Thousand Dollars ($15,000). Such notice shall describe, to the extent known to Seller, the scope of such damage, whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In With respect to any damage that is not material (as defined below), the event parties shall proceed to close on the Building F Property, and Seller shall, to the extent required under Section 9 of the Existing Building F Lease, begin repairs prior to the Building F Closing out of any material insurance proceeds received by Seller for the damage, and Seller shall transfer and assign any remaining insurance proceeds or rights thereto to Purchaser at the Building F Closing (subject to Seller’s right under the Building F Lease to use such insurance proceeds for cost of such repairs). To the extent any damage is material, Purchaser may elect (described belowin its sole discretion) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (provided that such notice period shall not extend the Building F Closing Date) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement with respect to the Building F Property, provided, however, if Purchaser terminates this Agreement with respect to the Building F Property, Seller may elect to cover any shortfall in insurance proceeds and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): reaffirm its intention to: (i) terminate this Agreementlease the Building F Property; (ii) pay all Rent (as defined in the Building F Lease) as such Rent becomes due and owing under the Building F Lease; and (iii) waive any claim to offsets, defenses or abatement of such Rent, in which event Purchaser shall proceed to close on the Deposit Building F Property. Damage as to any one or multiple occurrences is material if the cost to repair the damage, as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the work), and all interest earned thereon otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds Seven Hundred and Fifty Thousand Dollars ($750,000). In the event the Closing occurs pursuant to Section 9.1, the foregoing obligations shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under survive the termination of this Agreement as to all of and the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale (Arena Pharmaceuticals Inc)
Damage. Risk In the event of loss with respect “damage” (as hereinafter defined) to the Real Property up to and including the Closing Date shall be borne by Seller. or any portion thereof, Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damagenotify Purchaser thereof. In the event of any material such major damage is “major” (described below) to or destruction of the Facility or any portion thereofas hereinafter defined), Buyer Purchaser may, at its sole option, elect to proceed with the Closing (subject to the other provisions of this Agreement) or may terminate this Agreement by delivering written notice thereof to Seller given within ten fifteen (1015) business days after Seller has provided Purchaser's receipt of Seller's notice respecting the above described damage. If, within fifteen (15) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Buyer together with Seller, this Agreement shall terminate, all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date Xxxxxxx Money shall be extended returned to give Buyer Purchaser and, except for obligations of the full ten (10) business day period parties which survive termination of this Agreement, the parties shall have no further obligations hereunder. If Purchaser does not timely elect to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party Purchaser shall have any no further obligations hereunder, except as expressly set forth herein, or (ii) proceed under right to terminate this Agreement as to all a result of the Propertydamage and in such event, receive any Seller shall assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards paid or payable as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed pay any insurance deductible due under clause (ii) aboveSeller's insurance policy(ies). If the Facility damage is not materially damagedmajor, then (A) Buyer Seller shall not have the right assign to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Purchaser at Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards paid or payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed committed in writing by Buyer (which costs have not been assumed by Buyer)the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing or give Seller a credit at Closing in an amount sufficient to pay for the cost unpaid as of Closing for repair of the applicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty), such amount to be paid a determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such insurance proceeds in an amount equal attributable to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreperiods after Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Steadfast Income REIT, Inc.), Purchase and Sale Agreement (Steadfast Income REIT, Inc.)
Damage. Risk of loss with respect to Except as hereinafter set forth, in the Real Property up to and including event the Closing Date Premises or the Building is damaged from any cause, Landlord shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether forthwith repair such damage and loss of rents is covered by insurance this Lease shall remain in full force and the estimated cost of repairing such damageeffect. In the event of any material damage such damage, Landlord will, within thirty (described below30) to or destruction days following the date of the Facility damage, deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant; such notice will be based upon the review and opinions of Landlord’s architect and contractor (“Landlord’s Repair Notice”). Provided such damage was not caused by Tenant’s, or any by its agents, employees, contractors, invitees or licensees, negligent or willful act, Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made in an amount not to exceed the applicable rental interruption insurance proceeds received by Landlord, and that is in the same proportion to the Rent as the rentable area of the portion thereofof the Premises so damaged and is unusable bears to the total rentable area of the Premises. In the event the cost of repairing such damage is not covered by Landlord’s insurance (and provided that Landlord maintained the insurance coverage required hereunder), Buyer mayor in the event the cost of repairs exceeds the insurance proceeds payable (and provided that Landlord maintained the insurance coverage required hereunder), Landlord may elect, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period not to make such election): (i) terminate this Agreementrepairs, in which event this Lease may be terminated at the Deposit option of either party upon the giving of notice and all interest earned thereon shall without liability to the other party. If, pursuant to Landlord’s Repair Notice, the Premises or a material portion are to be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller rendered untenantable for more than 360 days as a result of any such damage damage, Landlord or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right Tenant may elect to terminate this AgreementLease provided notice thereof is given to the other party hereto within 30 days following the date such party is notified that such damage may not be repaired within said 360 day period. Landlord shall under no circumstances be required to repair any damage to the property of Tenant, (B) Seller shallor to any improvements installed in, on or about the Premises by Tenant, unless the cost of repair thereto is covered by insurance. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building or a material portion is damaged to the extent requested and directed by Buyerof more than thirty three percent (33%) of the then replacement cost thereof, repair Landlord may elect, concurrently with Landlord’s delivery of Landlord’s Repair Notice, to terminate this Lease. A total destruction of the damage before the Closing in a manner reasonably satisfactory Building shall terminate this Lease without liability to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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 Landlord or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreTenant.
Appears in 2 contracts
Samples: NNN Lease (Colonnade Acquisition Corp.), Lease (Colonnade Acquisition Corp.)
Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss fire insurance with respect to the Real Property up to and including the Closing Date shall be borne extended coverage or other property damage insurance carried by Seller. Seller shall promptly give Buyer written notice of any Landlord, all damage to the Facilitystructural portions of the building required to be maintained by Landlord pursuant to this Lease and Landlord’s Work as set forth on Exhibit C shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall axxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, describing such damage, stating whether if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and loss for delay on account of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (1060) business days after Seller has provided from the above described notice to Buyer together with all relevant information concerning the nature and extent date of such damage (damage, notice in writing of its intention to cancel this Lease, whereupon the Term of this Lease shall cease and if necessary terminate upon the Closing Date third day after such notice is given, and Tenant shall be extended vacate the Premises and surrender the same to give Buyer the full ten (10) business day period to make such election): (i) terminate this AgreementLandlord, but in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all none of the Property, receive certain contingencies in this Article mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction and assume responsibility for such repairto Tenant’s personal property. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is Landlord does not materially damaged, then (A) Buyer shall not have the right elect to terminate this AgreementLease as provided above, (B) Seller shall, Landlord shall proceed in a commercially reasonable manner to the extent requested and directed by Buyer, repair the damage before portions of the Closing Premises which Landlord is required to restore in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsaccordance with this Article and, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after upon the Closing Date) due Seller as a result completion of such damage or destruction. To the extent Seller has incurred repairs, Tenant shall use diligent and commercially reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days efforts to repair or restorethe portions of the Premises which are the responsibility of Tenant to insure under this Lease.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten five (105) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business 5-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned (less the Independent Contract Consideration) to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notify Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is damaged, but not materially damaged, then the parties shall proceed to timely make such election, Buyer shall be deemed to have elected to proceed under Closing as provided in clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $200,000 or (y) that entitles any Tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s Sellers’ reasonable estimation, will take longer than ninety (90) 90 days to repair or restorerepair.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Exxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinPurchaser, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (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 assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary, in Purchaser’s reasonable judgment, to complete such repairs. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer Purchaser shall not have the right to terminate this AgreementAgreement so long as Seller undertakes, (B) Seller shallat its cost, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing Purchaser or, if repairs cannot be completed before the Closing, to assign to Purchaser at Closing any available insurance proceedsproceeds for such repair, and (C) credit Purchaser at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such coststhe applicable deductible plus any additional cost to complete the repair. “Material damage” and “materially Materially damaged” means, with respect means damage reasonably exceeding $25,000 to the Facility, damage (x) repair or which, in Buyer’s the reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than ninety (90) 30 days to repair or restorerepair.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Asset Capital Corporation, Inc.)
Damage. Risk In the event of loss with respect “damage” to the Real Property up or any portion thereof prior to and including the Closing Date shall be borne by Seller. Closing, which is “major” (as such terms are hereinafter defined) then Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damagenotify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (described belowsubject to the other provisions of this Agreement) to or destruction of the Facility or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Seller given within ten (10) business days after Seller has provided Purchaser’s receipt of Seller’s notice respecting the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full damage. If, within ten (10) business day period days of receipt of Seller’s notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to make such election): (i) Seller, this Agreement shall terminate, all Xxxxxxx Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder, except those indemnities, rights and obligations which, under the terms hereof, expressly survive termination of this Agreement. If Purchaser does not timely elect to terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party Purchaser shall have any no further obligations hereunder, except as expressly set forth herein, or (ii) proceed under right to terminate this Agreement as a result of the damage and in such event, Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, title and interest in and to all of insurance claims with respect to the Property, receive any damage and all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to that have elected to proceed under clause (ii) abovenot been paid on account of Monetary Liens. If the Facility damage is not materially damagedmajor, then (A) Buyer shall Purchaser may not have the right to terminate this AgreementAgreement and Seller shall pay over or assign to Purchaser at Closing all of Seller’s right, (B) Seller shall, title and interest in and to all insurance claims with respect to the extent requested damage and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs that have not been assumed by Buyer)paid on account of Monetary Liens. Purchaser shall receive a credit at the Closing for the amount of any deductible under any of Seller’s insurance policies, Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreas applicable.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. ; provided, however, that Seller shall promptly give Buyer written notice of any damage have no obligation to rebuild the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageProperty. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten thirty (1030) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent is notified of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business 30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement, in which event Agreement and the Deposit and all Xxxxxxx Money (plus interest earned thereon thereon) shall be immediately returned to Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinthe options provided in (i) and (iii) at such time), or (iiiii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairrepairs, and Buyer shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected elects to proceed under clause provision (iiiii) above, Seller will cooperate with Buyer after the Closing to assist Buyer in obtaining the insurance proceeds from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer shall not have the right to terminate this AgreementAgreement if Seller agrees, (B) Seller shallat its cost, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner and restore the Property to its previous condition or, if repair and restoration cannot reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at be completed before the Closing, Buyer shall elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition. If such repairs are not completed by Closing, the Buyer shall have the remedies set forth in Section 4.1(i) or (iii), or to receive any an assignment from Seller at the Closing of all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (destruction which costs have not been assumed by Buyer)applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairs, Seller shall be paid with Buyer receiving a portion of such insurance proceeds credit at Closing in an amount equal to such costsany applicable deductible. “Material damage” and “materially damaged” means, with respect to the Facility, means damage (x) which, in Buyer’s reasonable estimation, exceeds reasonably exceeding $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days 1,000,000.00 to repair or restoreSeller does not complete the repair of the damage prior to Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Trade Street Residential, Inc.)
Damage. Risk 12.01 If any part of loss the Premises or the Building is damaged by fire or other casualty, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with respect reasonable speed to repair the Premises or the Building, as the case may be (i) to a condition substantially equal to the Real Property up condition of the Premises or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and including duly constituted governmental authority, and (iii) in the Closing Date case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be borne unreasonably withheld or delayed. If such damage makes the Premises untenantable and was not caused by Seller. Seller shall promptly give Buyer written notice any act, neglect or default of any damage Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the Facility, describing such damage, stating whether such damage extent that the Premises are untenantable and loss of rents is covered by insurance until Landlord fully repairs and restores the Premises and the estimated cost of repairing such damageBuilding to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). In the event the Building is damaged or destroyed to the extent of any material damage more than fifty percent (described below50%) to or destruction of the Facility or any portion replacement value thereof, Buyer mayLandlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to Tenant and the rent will be adjusted to the date of the fire or other casualty. If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date of such damage or destruction, then Tenant, at its option, by notice to Seller given within may cancel and terminate this Lease upon ten (10) business days after Seller has provided the above described written notice to Buyer together with all relevant information concerning Landlord. Further, if the nature and Building shall be damaged or destroyed to the extent of such damage more than thirty-five percent (and if necessary the Closing Date shall be extended to give Buyer the full ten (1035%) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Propertyreplacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after as the Closing Date) due Seller as a result of such damage same may have been extended, either Landlord or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer Tenant shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, Lease as of the date of such damage or destruction by giving written notice to the extent requested other party within thirty (30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to extend the Term of this Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, Tenant shall each be released from its respective liability and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on obligations hereunder accruing from and after the Closing Date) due Seller as a result date of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer Purchaser written notice of any damage to any of the FacilityProperties, describing such damage, stating whether such damage and loss of rents is covered by insurance insurance, and the estimated cost of repairing such damage. In Seller shall, to the event extent possible, begin repairs prior to the Closing. If at Closing the repairs have not been completed, then at Purchaser's election, one (1) of the following shall occur: (a) Seller will remain obligated to complete the repairs after Closing, holding back funds in an amount adequate to cover any unfunded portion of the repair(s) or (b) Purchaser will assume responsibility for completing the uncompleted portion of the repair(s) and Seller will provide Purchaser with cash in an escrow in an amount adequate to cover any unfunded portion of the repair(s), in which instance Purchaser will assume the Seller's responsibility under any work contract and Seller will assign Purchaser the benefit of any material warranty for said work, if any such warranty shall exist. Under either (a) or (b), Seller will also provide Purchaser with a credit at Closing for any lost rent that occurs during the repair(s) period. If such damage (described below) to or destruction of the Facility or any portion thereofis material, Buyer may, at its option, Purchaser may elect by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full ten (Purchaser such 10) business -day period to make respond to such election): (inotice) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If in the Facility same manner as in the case of damage that is not materially damaged, then (A) Buyer shall not have the right material or to terminate this Agreement, (B) Seller shall, Contract as to the extent requested and directed by Buyer, particular Property which was damaged. Damage as to any one or multiple occurrences is material if such damage would permit a Tenant to terminate its Lease or the cost to repair the damage before damage, as reasonably estimated by Purchaser, plus lost rent after Closing resulting from the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds Five Hundred Thousand and 00/100 dollars ($150,000 to repair500,000.00) per Property for Eastpark II, or Shelby 4, 5 and 18 and Seven Hundred Fifty Thousand and 00/100 Dollars (y$750,00.00) whichper Property for Eastpark I, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreShelby 19 and Technicolor II.
Appears in 1 contract
Samples: Dividend Capital Trust Inc
Damage. Risk of loss with respect 10.1 If any loss, damage by fire, or other casualty to any Property occurs prior to the Real Property up to and including the Closing Date Date, Contributor shall be borne by Seller. Seller shall promptly give Buyer prompt written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageNM. In the event of any material damage (described below) to or destruction that, between the Effective Date and the expiration of the Facility Diligence Period, any loss, damage by fire, or other casualty to any portion thereofProperty occurs, Buyer may, NM at its option, election may terminate this Agreement by written notice to Seller Contributor given within ten (10) business days Business Days after Seller has provided the above described date of receipt of notice to Buyer together with all relevant information concerning the nature and extent by NM of such damage (and if necessary casualty damage. If NM elects to terminate this Agreement pursuant to this Section, the Closing Date Deposit, shall be extended refunded to give Buyer NM. If Contributor does not receive NM's written notice of termination or NM elects not to terminate the full ten (10) business day period Agreement, NM shall be deemed to make such election): (i) have waived its right to terminate. If NM elects not to terminate this Agreement, the Company shall receive at Closing an absolute assignment from Contributor of any interest Contributor may have otherwise had in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all proceeds of the Property, receive any insurance proceeds on the Property (including any rent loss insurance applicable allocable to any the period on from and after the Closing Date) due Seller as a result less any amount of such insurance proceeds equal to Contributor's reasonable expenses, if any, incurred prior to Closing by Contributor in repairing the Property to the condition it was in prior to such damage caused by fire or destruction other casualty. At Closing, Contributor shall give NM a credit on the Transfer Value equal to the lesser of the estimated cost of restoration of such Property to the condition it was in prior to any such casualty or the amount of any deductible, unless Contributor has repaired the damage to the Property to the condition it was in prior to any such fire or other casualty. In the event that, between the expiration of the Diligence Period and assume responsibility for such repair. If Buyer fails to timely make such electionthe Closing Date, Buyer any Improvements located upon any Property shall be deemed to have elected to proceed under clause (ii) above. If damaged or destroyed by fire, storm or other casualty, the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer Company shall receive at Closing an absolute assignment from Contributor of any interest Contributor may have otherwise had in the proceeds of any insurance proceeds on the Property (including any rent loss insurance applicable allocable to any the period on from and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion less any amount of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” meansContributor's reasonable expenses, with respect if any, incurred prior to Closing by Contributor in repairing the Property to the Facilitycondition it was in prior to such damage caused by fire or other casualty. At Closing, Contributor shall give NM a credit on the Transfer Value equal to the lesser of the estimated cost of restoration of such Property to the condition it was in prior to any such casualty or the amount of any deductible, unless Contributor has repaired the damage (x) which, to the Property to the condition it was in Buyer’s reasonable estimation, exceeds $150,000 prior to repair, any such fire or (y) which, other casualty. Contributor shall maintain "all risk" replacement value insurance coverage in Buyer’s reasonable estimation, will take longer than ninety (90) days place on the Property at all times prior to repair or restorethe Closing.
Appears in 1 contract
Samples: Contribution Agreement (Phillips Edison Grocery Center REIT III, Inc.)
Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss fire insurance with respect to the Real Property up to and including the Closing Date shall be borne extended coverage or other property damage insurance carried by Seller. Seller shall promptly give Buyer written notice of any Landlord, all damage to the Facilitystructural portions of the building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, describing such damage, stating whether if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and loss for delay on account of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (1060) business days after Seller has provided from the above described notice to Buyer together with all relevant information concerning the nature and extent date of such damage (damage, notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and if necessary terminate upon the Closing Date third day after such notice is given, and Tenant shall be extended vacate the Premises and surrender the same to give Buyer the full ten (10) business day period to make such election): (i) terminate this AgreementLandlord, but in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all none of the Property, receive certain contingencies in this Article 10 mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction and assume responsibility for such repairto Tenant’s personal property. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is Landlord does not materially damaged, then (A) Buyer shall not have the right elect to terminate this AgreementLease as provided above, (B) Seller shall, Landlord shall proceed in a commercially reasonable manner to the extent requested and directed by Buyer, repair the damage before portions of the Closing Premises which Landlord is required to restore in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsaccordance with this Article 10 and, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after upon the Closing Date) due Seller as a result completion of such damage or destruction. To the extent Seller has incurred repairs, Tenant shall use diligent and commercially reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days efforts to repair or restorethe portions of the Premises which are the responsibility of Tenant to insure under this Lease.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten five (105) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten five (105) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. ; provided, however, that Seller shall promptly give Buyer written notice of any damage have no obligation to rebuild the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageProperty. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten thirty (1030) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent is notified of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business 30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement, in which event Agreement and the Deposit and all Exxxxxx Money (plus interest earned thereon thereon) shall be immediately returned to Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such three hundred sixty-five (365) day period, Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinthe options provided in (i) and (iii) at such time), or (iiiii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairrepairs, and Buyer shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected elects to proceed under clause provision (iiiii) above, Seller will cooperate with Buyer after the Closing to assist Buyer in obtaining the insurance proceeds from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer shall not have the right to terminate this AgreementAgreement if Seller agrees, (B) Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner and restore the Property to its previous condition or, if repair and restoration cannot reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at be completed before the Closing, Buyer shall elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition or to receive any an assignment from Seller at the Closing of all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (destruction which costs have not been assumed by Buyer)applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairs, Seller shall be paid with Buyer receiving a portion of such insurance proceeds credit at Closing in an amount equal to such costsany applicable deductible. “Material damage” and “materially damaged” means, with respect to the Facility, means damage (x) which, in Buyer’s reasonable estimation, exceeds reasonably exceeding $150,000 1,000,000.00 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Trade Street Residential, Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of any of the Facility Properties or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement as to the Deposit effected properties (and all interest earned thereon the Exxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except Purchaser if this Agreement is terminated as expressly set forth hereinto all of the properties), or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (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 assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary, in Purchaser’s reasonable judgment, to complete such repairs. If Buyer fails one but not all of the properties are affected, and Purchaser elects to timely make such electionterminate as to that property, Buyer Purchaser shall also elect whether to proceed with this Agreement as to the unaffected properties in accordance the Purchase Price allocations set forth on Exhibit I (in which event the Exxxxxx Money shall be deemed applied at Closing as directed by Purchaser), or to have elected to proceed under clause terminate this entire Agreement and receive a return of its Exxxxxx Money. If Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing any available insurance proceedsproceeds for such repair, and (C) credit Purchaser at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such coststhe applicable deductible plus any additional cost to complete the repair. “Material damage” and “materially Materially damaged” means, with respect means damage reasonably exceeding $250,000 to the Facility, damage (x) repair or which, in Buyer’s the reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than ninety (90) 90 days to repair or restorerepair.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Asset Capital Corporation, Inc.)
Damage. Risk of loss with respect to If the Real Property up to and including Premises or the Closing Date shall be borne Building is damaged from any caused covered by Seller. Seller shall promptly give Buyer written notice of any damage to the FacilityLandlord’s and/or Tenant’s insurance, describing such damage, stating whether Landlord will forthwith repair such damage provided the cost of repair does not exceed the insurance proceeds available from the insurance carried by both parties, and loss of rents is provided further that such repairs can be made within ninety (90) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or render voidable this Lease or any provision hereof. If such damage was caused by any risk not covered by insurance and Landlord’s or Tenant’s insurance, or if the estimated cost of repairing such damage. In repairs exceeds the event of any material damage (described below) to or destruction of insurance proceeds payable from the Facility or any portion thereofparties, Buyer Landlord may, at its option, by notice to Seller given within ten (10) business days after Seller has make such repairs, provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall repairs can be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than made within ninety (90) days after such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable. If Landlord elects not to make repairs it is not obligated to make, or if such repairs cannot be made within the 90-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the Premises will terminate on the date specified in the notice. Landlord will under no circumstances be required to repair any damage by fire or restoreany other cause, whether of a similar or dissimilar nature, to the property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent of more than twenty percent (20%) of the then replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises are damaged or not and without liability to Tenant. A total destruction of the Premises or of the Building will terminate this Lease without liability of Landlord to Tenant.
Appears in 1 contract
Damage. Risk of loss with respect If, prior to the Real closing date, all or any part of the Property up to and including is substantially damaged by fire, casualty, the Closing Date shall be borne by Seller. elements or any other cause, Seller shall promptly immediately give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given Buyer of such fact and at Buyer's option (to be exercised within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date Seller's notice), this Agreement shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreementterminate, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no neither party shall will have any further obligations hereunderunder this agreement and the Xxxxxxx Money, except as expressly set forth hereintogether with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, or (ii) proceed under this Agreement as to all of if the PropertyProperty is damaged but not substantially, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after Seller shall perform the Closing Date) due Seller as a result prompt repair of such damage or destruction and assume responsibility for the return of the Property to its condition prior to such repairdamage. If Buyer fails such damage shall be completely repaired prior to timely make the Closing Date then there shall be no reduction in the purchase price, and Seller shall retain the proceeds of all insurance related to such electiondamage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before delay the Closing in a manner reasonably satisfactory Date until repair is completed. If Seller shall fail to Buyer utilizing any available insurance proceedsdiligently proceed to repair such damage, and (C) at Closing, then Buyer shall receive any insurance proceeds have the right to require closing to occur and the purchase price (including any rent loss insurance applicable to any period on and after specifically the cash portion payable at the Closing Date) due Seller as a result shall be reduced by the cost of such damage repair, or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by at Buyer)'s option, Seller shall be paid a portion assign to Buyer all right to receive the proceeds of such all insurance proceeds in an amount equal related to such costsdamage and the purchase price shall remain the same (except that Buyer shall receive a credit of the amount of any deductible under the applicable insurance policy). “Material damage” and “materially For purposes of this paragraph, the words "substantially damaged” means, with respect to the Facility, " means damage (x) which, in Buyer’s reasonable estimation, exceeds that would cost $150,000 1,000,000 or more to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage “Material Damage” (described as defined below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned (less the Independent Contract Consideration) to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s Sellers’ reasonable estimation, will take longer than ninety (90) 150 days to repair or restorerepair.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk If, prior to the Closing Date, all or any part of loss the Real Property is substantially damaged (to the extent that repairs are reasonably expected to exceed Five Hundred Thousand Dollars and no/100s ($500,000.00) by fire, casualty, the elements or any other cause, then Seller will promptly give notice to Buyer, and Buyer will have the right to terminate this Agreement by giving notice to Seller within five (5) days (or in any event prior to then targeted Closing Date) rafter Seller’s notice. During the notice period, Seller will promptly furnish Buyer such information regarding Seller’s insurance as Buyer may reasonably request and will consult and reasonably cooperate with Buyer with respect to the Real Property up adjustment of insurance proceeds. If Buyer fails to give the termination notice, Seller shall commence repairs only to the extent actually covered by Seller’s insurance and including to the Closing Date shall be borne extent of insurance proceeds received by Seller. At Closing, Seller shall promptly give will assign to Buyer written notice all rights to insurance proceeds resulting from such event payable after closing (subject to Seller’s right to receive a credit at Closing in the amount of the reasonable costs incurred by Seller to obtain such proceeds and repair any damage repaired by Seller prior to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance Closing) and the estimated cost Purchase Price will be reduced by the amount of repairing such damageSeller’s deductible. In the event of any material damage (described below) to the Real Property by fire, casualty, the elements or destruction other cause that does not rise to the level of “substantial” based on the Facility or any portion thereofdefinition above, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Agreement and Seller shallwill, to the extent requested and directed actually covered by BuyerSeller’s insurance, repair the such damage before the Closing in a manner reasonably satisfactory at its sole cost prior to Buyer utilizing any available insurance proceedsClosing, and Closing may be extended up to sixty (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (9060) days to repair or restorepermit such repair.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Exxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinPurchaser, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds, or an assignment thereof if such proceeds are unavailable (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 assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary to complete such repairs. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing any available insurance proceedsproceeds for such repair, and (C) credit Purchaser at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such coststhe applicable deductible plus any additional cost to complete the repair. “Material damage” and “materially Materially damaged” means, with respect means damage reasonably exceeding 1 percent of the Purchase Price to the Facility, damage (x) repair or which, in Buyer’s the reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimationestimation of a mutually acceptable third party contractor, will take longer than ninety (90) 90 days to repair or restorerepair.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Asset Capital Corporation, Inc.)
Damage. Risk of loss with respect to the Real The Property up to and including the Closing Date shall be borne by Seller. Seller Owners shall promptly give Buyer Regency written notice of any damage to the Facilitytheir respective Properties, describing such damage, stating damage whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of If such damage (and if necessary would not have a Material Adverse Effect on the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): damaged Property, (i) terminate this Agreementthe respective Property Owner owning the Property in question shall, in which event to the Deposit and all interest earned thereon shall be returned extent possible, begin repairs prior to Buyer and no party shall have any further obligations hereunderthe First Closing, except as expressly set forth herein, or (ii) proceed under this Agreement as to at the First Closing the Partnership shall receive all of the Property, receive any insurance proceeds not applied to cure the damage with respect to such Property prior to the First Closing (including any rent loss insurance applicable to any period on from and after the Closing DateFirst Closing) due Seller to a Property Entity for the damage, together with an assignment of any unsettled insurance claim, and in the case of a Property owned by a Joint Venture, such Joint Venture shall not assign, transfer or encumber any such unapplied proceeds and unsettled insurance claim, (iii) any uninsured damage, coinsurance or deductible and any rent abatement not covered by rent loss insurance proceeds delivered to a Property Owner, as reasonably estimated by Regency, shall be credited to the Partnership at the First Closing, and (iv) and, in the case of a result Property owned by a Property Entity, the Partnership shall assume the responsibility for the repair after the First Closing. The Partnership shall be entitled to any excess of the proceeds of the respective Property Entity's insurance over and above the actual cost of repair and restoration. If such damage is likely to have a Material Adverse Effect on the damaged Property which cannot be substantially remedied by applying insurance proceeds to cure the Material Adverse Effect ("Unremedied Material Damage"), Regency may elect, subject to the satisfaction or waiver by Regency of the condition to the First Closing set forth in Section 8.1.1 (aggregate assets), by notice to the respective Property Owner as to the Property in question given within 20 Business Days after Regency is notified of such damage or destruction (and assume responsibility for the Closing as to such repair. If Buyer fails to timely make such election, Buyer Property shall be deemed extended, if necessary, to have elected give Regency such 20 Business Day period to respond to such notice) to (i) proceed under in the same manner as in the case of damage that is not material, receiving a credit at the Closing equal to the amount by which the Contribution Value of such Property as set forth on Schedule 2.1 is reduced by such damage, or (ii) elect not to acquire the Property in question and receive a credit for the Contribution Value of such Property as set forth in Schedule 2.1 against consideration required to be delivered by Regency at the Closing. In the case of damage that does not constitute an Unremedied Material Damage, Regency's remedy shall be limited to receiving a credit pursuant to clause (i) in the preceding sentence. Any Property which Regency so elects not to acquire pursuant to clause (ii) above. If the Facility is not materially damaged, then (A) Buyer above shall not have the right be an Excluded Asset and shall no longer be subject to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facilityany Site, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any “material damage damage” (described below) to or destruction of the Facility or any portion thereofSite, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such its election): (ia) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Xxxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, Buyer; or (iib) proceed under this Agreement as to all of the PropertyAgreement, receive any 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 (less any sums expended by Seller to make repairs or destruction restoration, and assume responsibility net of all other expenses incurred by Seller relating to such damage, including costs of collecting such awards or payments) and receive a credit at Closing for such repairany deductible amount under said insurance policies, together with the amount of any uninsured repair costs. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (iia) above. If Buyer elects (b) above, Buyer may extend the Facility Closing Date for the Property for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the applicable Site is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.materially
Appears in 1 contract
Samples: Purchase and Sale Agreement (Universal Health Realty Income Trust)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the FacilityProperties, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any “material damage damage” (described below) to or destruction of the Facility or any portion thereofProperty, Buyer may, at its option, by notice to Seller given within ten (10) business days Business Days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date as it pertains to such Property, but only as it pertains to such Property, shall be extended to give Buyer the full ten (10) business day Business Day period to make such its election): ) to: (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of including the Interest in the Venture which owns the damaged Property, and receive a credit at Closing for Seller’s applicable percentage of any applicable deductible amount under any 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 assume responsibility for such repairpolicies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) aboveterminate this Agreement. If the Facility applicable Property is not materially damaged, then (Ax) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, Agreement and (Cy) at Closing, Buyer shall receive a credit for the applicable Percentage Interest of any deductible amount under said insurance proceeds (including policies and any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsuninsured loss. “Material damage” and “materially damaged” means, with respect to the Facilityeach Property, damage (x) which, which in Buyer’s and Seller’s reasonable estimationestimation (based on a third party report, prepared by a qualified third party, that is mutually acceptable to Buyer and Seller, each acting in its reasonable discretion) exceeds $150,000 500,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Behringer Harvard Multifamily Reit I Inc)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageSellers except as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller Sellers (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to Sellers notify Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer's notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers' insurers. If the Property is damaged, but not materially damaged, then the parties shall proceed to timely make such election, Buyer shall be deemed to have elected to proceed under Closing as provided in clause (ii) above. If "Material damage" and "Materially damaged" means damage (w) resulting in the Facility is Property not materially damagedcomplying with all legal requirements applicable to the Property, then (Ax) Buyer shall not have reasonably exceeding $200,000 or (y) that entitles any tenant of the right Property to terminate this Agreementits Lease, or (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (xz) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, 's or (y) which, in Buyer’s Sellers' reasonable estimation, will take longer than ninety (90) 90 days to repair or restorerepair.
Appears in 1 contract
Damage. Risk of loss with respect Seller assumes all risks and liability for damage to or injury occurring to the Real Property up to and including by fire, storm, accident, or any other casualty or cause until the Closing Date shall be borne by Sellerhas been consummated. Seller shall promptly give Buyer written notice If the Property, or any part thereof, suffers any damage prior to the Closing from fire or other casualty that either (a) the cost to repair or restore is equal to or greater than $1,000,000 or (b) gives rise to a right of any damage tenant under a Lease to the Facilityterminate its Lease which is exercised, describing such damageor not waived, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage Purchaser may either at or prior to Closing (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (ic) terminate this Agreement, in which event the Deposit and all interest earned thereon Xxxxxxx Money shall be returned refunded to Buyer Purchaser, and no neither party shall have any further right or obligation hereunder (other than with respect to obligations hereunder, except as hereunder that expressly set forth hereinsurvive the termination of this Agreement), or (iid) proceed under this Agreement as to consummate the Closing, in which latter event all of Seller's right, title and interest in and to the Property, receive proceeds of any insurance proceeds covering such damage (including any Seller's rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shallinsurance, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (Cassignable) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in plus an amount equal to Seller's deductible under its insurance policy (less any portion of such costsproceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior to and including the Closing Date, all of which shall be payable to Seller) shall be assigned to Purchaser at the Closing. “Material damage” and “materially damaged” meansIf the Property, with respect or any part thereof, suffers any damage from a fire or other casualty prior to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days Closing that the cost to repair or restorerestore is less than $1,000,000 and does not give rise to any tenant under a Lease to terminate its lease that is exercised or not waived , Purchaser agrees that it will consummate the Closing and accept the assignment of the proceeds of any insurance covering such damage plus an amount equal to Seller's deductible under its insurance policy (provided that Seller’s insurer acknowledges and agrees to the assignment) and there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss fire insurance with respect to the Real Property up to and including the Closing Date shall be borne extended coverage or other property damage insurance carried by Seller. Seller shall promptly give Buyer written notice of any Landlord, all damage to the Facilitystructural portions of use building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the Rent and all Additional Rent reserved hereunder until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, describing such damage, stating whether if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and loss for delay on account of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, and inadequate funds are made available to Landlord through insurance proceeds to restore the Premises and/or the Building, Landlord may, at its option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (1060) business days after Seller has provided from the above described notice to Buyer together with all relevant information concerning the nature and extent date of such damage (damage, notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and if necessary terminate upon the Closing Date third day after such notice is given, and Tenant shall be extended vacate the Premises and surrender the same to give Buyer the full ten (10) business day period to make such election): (i) terminate this AgreementLandlord, but in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all none of the Property, receive certain contingencies in this Article mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction and assume responsibility for such repairto Tenant’s personal property. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is Landlord does not materially damaged, then (A) Buyer shall not have the right elect to terminate this AgreementLease as provided above, (B) Seller shall, Landlord shall proceed in a commercially reasonable manner to the extent requested and directed by Buyer, repair the damage before portions of the Closing Premises which Landlord is required to restore in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsaccordance with this Article 10 and, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after upon the Closing Date) due Seller as a result completion of such damage or destruction. To the extent Seller has incurred repairs, Tenant shall use diligent and commercially reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days efforts to repair or restorethe portions of the Premises which are the responsibility of Tenant to insure under this Lease.
Appears in 1 contract
Samples: Office Lease (Broadsoft Inc)
Damage. Risk In the event of loss with respect "damage" to the Real Property up to and including the Closing Date shall be borne by Seller. or any portion thereof, which is "major" (as such terms are hereinafter defined) then Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damagenotify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (described belowsubject to the other provisions of this Agreement) to or destruction of the Facility or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Seller given within ten (10) business days after Seller has provided Purchaser's receipt of Seller's notice respecting the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full damage. If, within ten (10) business day period days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to make such election): (i) Seller, this Agreement shall terminate, all Xxxxxxx Money shall be returned to Purchaser and, except for obligations of the parties which survive termination of this Agreement, the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party Purchaser shall have any no further obligations hereunder, except as expressly set forth herein, or (ii) proceed under right to terminate this Agreement as to all a result of the Propertydamage and in such event, receive any Seller shall assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed pay any insurance deductible due under clause (ii) aboveSeller's insurance policy(ies). If the Facility damage is not materially damagedmajor, then (A) Buyer Seller shall not have the right assign to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Purchaser at Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed committed in writing by Buyer (which costs have not been assumed by Buyer)the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing or give Purchaser a credit at Closing in an amount sufficient to pay for the cost unpaid as of Closing for repair of the applicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty), such amount to be paid a determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such insurance proceeds in an amount equal attributable to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreperiods after Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Residential Properties Trust, Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement by written notice to Seller and Escrow Agent and the Deposit and all plus accrued interest earned thereon shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinBuyer, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Buyer may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at or if repairs cannot be completed before the Closing, credit Buyer shall receive any insurance proceeds (including any rent loss insurance applicable at Closing for the reasonable cost to any period on and after complete the Closing Date) due Seller as a result of such damage or destructionrepair. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “"Material damage” " and “materially "Materially damaged” means, with respect to the Facility, " means damage (x) whichreasonably exceeding Two Hundred Thousand Dollars ($200,000.00), in Buyer’s reasonable estimation, exceeds $150,000 (y) that entitles Tenant to repairterminate the Lease, or (yz) which, in Buyer’s reasonable estimation, will take longer than ninety (90) 90 days to repair or restorerepair.
Appears in 1 contract
Samples: Agreement (Inland Diversified Real Estate Trust, Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice notify Purchaser of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageProperty or any portion thereof. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described Purchaser receives notice to Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business day period to make such election): (ia) terminate this Agreement, in which event the Deposit and all interest earned thereon entire Deposit, other than the Independent Consideration, shall be returned by Title Company to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, Purchaser; or (iib) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including including, without limitation, any rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any reasonable amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Buyer Purchaser fails to timely make such electionexercise its option with the time provided by the immediately preceding sentence, Buyer Purchaser shall be deemed to have elected to proceed under clause (iib) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing and will cooperate with Purchaser after the Facility Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of any material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s consent, which consent will not be unreasonably withheld or delayed. If the Property is damaged but the damage is not materially damagedmaterial damage, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyer, shall at its cost fully repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsPurchaser or, and (C) at if repairs cannot reasonably be completed before the Closing, Buyer credit and/or assign to Purchaser at Closing the net insurance proceeds for such damage and Purchaser shall receive a credit at Closing for any deductible amount under said insurance proceeds policies (including any rent loss insurance applicable to any period on and after but not more than the Closing Date) due Seller as a result amount of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyerdamage), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially Materially damaged” means, with respect to the Facility, means damage (x) which, in Buyer’s reasonable estimation, exceeds which will reasonably cost more than $150,000 1,000,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT II, Inc.)
Damage. Risk In the event of loss with respect "damage" to the Real Property up or any portion thereof prior to and including the Closing Date shall be borne by Seller. Closing, which is "major" (as such terms are hereinafter defined) then Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damagenotify Purchaser thereof. In the event of any material damage such major damage, Purchaser may elect to proceed with the Closing (described belowsubject to the other provisions of this Agreement) to or destruction of the Facility or any portion thereof, Buyer may, at its option, may terminate this Agreement by delivering written notice thereof to Seller given within ten (10) business days after Seller has provided Purchaser's receipt of Seller's notice respecting the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full damage. If, within ten (10) business day period days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to make such election): (i) Seller, this Agreement shall terminate, all Exxxxxx Money shall be returned to Purchaser and, except for obligations of the parties which survive termination of this Agreement the parties shall have no further obligations hereunder. If Purchaser does not timely elect to terminate this AgreementAgreement (subject to any lender's refusal to pay insurance proceeds or condemnation awards to Seller, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party Purchaser shall have any ten ( 10) days from receipt of notice of such refusal to elect whether to terminate this Agreement), Purchaser shall have no further obligations hereunder, except as expressly set forth herein, or (ii) proceed under right to terminate this Agreement as to all a result of the Propertydamage and in such event, receive any Seller shall pay over or assign to Purchaser at Closing all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed pay any insurance deductible due under clause (ii) aboveSeller's insurance policy(ies). If the Facility damage is not materially damagedmajor, then (A) Buyer shall Purchaser may not have the right to terminate this Agreement, (B) Agreement and Seller shall, shall pay over or assign to the extent requested and directed by Buyer, repair the damage before the Purchaser at Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any all insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or condemnation awards payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed committed in writing by Buyer (which costs have not been assumed by Buyer)the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing to Purchaser's reasonable satisfaction to the condition that existed prior to such damage or give Purchaser a credit at Closing in an amount sufficient to pay for the cost unpaid as of Closing for repair of the applicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty), such amount to be paid a determined by an architect or other appropriate professional selected by Purchaser and approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed. Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income, shall be limited to that portion of such proceeds attributable to periods after Closing. Seller agrees that the assignment of insurance proceeds in contemplated under this Section 7.1 shall include, without limiting the generality of the foregoing assignment, insurance proceeds from any loss of income or rents insurance policy maintained by Seller. The Closing shall be extended for a period of up to an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage additional thirty (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (9030) days in the event any lender fails to repair make a decision regarding any insurance proceeds or restorecondemnation awards on or before the then scheduled Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Damage. Risk If, during the Term, the Premises or the portion of loss with respect to ------ the Real Property up to Building necessary for Tenant's occupancy is damaged by fire or other casualty, Tenant shall (a) give Landlord prompt Notice thereof, and including (b) promptly repair (or replace if necessary) the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facilitycondition of a typical class A office building in the Xxxxxxxxxx County, describing such damageMaryland area (subject to a reasonable time allowance for the purpose of adjusting the insurance loss and for unavoidable delays) as determined in the reasonable judgment of Tenant. This Lease shall continue in full force and effect and there shall be no abatement of Rent. Landlord (or Lender, stating whether such damage if so provided in the Mortgage) shall promptly reimburse to Tenant an amount equal to the reasonable costs and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent expenses of such damage (and if necessary repair, which amount shall in no event be greater than the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller received by Landlord or Lender as a result of such damage or destruction casualty, all in accordance with normal and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested customary disbursement procedures and directed by Buyer, repair the damage before the Closing in a manner conditions reasonably satisfactory to Buyer utilizing any available insurance proceeds, Tenant and (C) at Closing, Buyer shall receive any 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 destructionLender. To the extent Seller has incurred reasonable Lender receives any such insurance proceeds. Landlord shall cause Lender to make such proceeds available for such repair as long as an Event of Default does not then exist under this Lease. If the net insurance proceeds received by Tenant are insufficient to pay for the costs of the repair or replacement (as the case may be). Tenant's obligation to make such repairs and replacements shall be unaffected, this Lease shall continue in effecting full force and effect and there shall be no abatement of Rent. If the repairs requested Lender is not a bank, savings and directed in writing by Buyer (which costs have not been assumed by Buyer)loan association, Seller govemment agency or fund, insurance company, union, pension trust, profit or retirement fund or real estate investment trust, or similar institutional lender or a subsidiary of any of the foregoing, the insurance proceeds shall be paid a portion of such insurance proceeds to an institutional depository reasonably acceptable to Tenant and Lender for disbursement as provided in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restorethis Section.
Appears in 1 contract
Samples: Lease (Archon Corp)
Damage. Risk (a) If the Premises are damaged by fire or other cause covered by Landlord's policy of loss fire insurance with respect extended coverage or other property damage insurance carried by Landlord, the damage shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the Real Property up to and including part of the Closing Date Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be borne payable by Seller. Seller shall promptly give Buyer written notice of any damage Tenant during such period, unless and solely to the Facility, describing such damage, stating whether such damage and loss extent that any abatement of rents rent is covered by a policy of rent loss insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer which Landlord may, at its option, then have in effect. Due allowance shall be made for reasonable delay which may arise by notice reason of adjustment of fire insurance by Landlord, and for personnel delay on account of "labor troubles" or any other cause beyond Landlord's control. If, however, the Premises are rendered wholly untenantable by fire or other cause and Landlord shall decide not to Seller given within ten (10) business days after Seller has provided rebuild the above described notice same, or if the entire Building be so damaged that Landlord shall decide to Buyer together with all relevant information concerning the nature and extent demolish it or not to rebuild it, then or in any of such damage (events, Landlord may, at its option, cancel and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this AgreementLease by giving Tenant notice in writing of its intention to cancel this Lease, in which event whereupon the Deposit term of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, and all interest earned thereon Tenant shall be returned vacate the Premises and surrender the same to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all Landlord. In neither of the Property, receive certain contingencies in this paragraph mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated, nor shall Landlord be liable for any damage or destruction and assume responsibility for such repairincurred by Tenant. If Buyer fails to timely make such electionWithout limiting the foregoing, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer Landlord shall not have the right be responsible for consequential damages, lost profits or any damage to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreTenant's personal property.
Appears in 1 contract
Samples: Office Lease (Boston Biomedica Inc)
Damage. Risk of loss with respect If the Premises are damaged by any casualty or peril, Landlord shall restore the Premises to substantially the Real Property up same condition as existed immediately prior to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents unless this Lease is covered terminated by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to Landlord or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except Tenant as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on below. Landlord and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer Tenant shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not each have the right to terminate this Agreement, (B) Seller shall, to Lease upon the extent requested and directed occurrence of damage by Buyer, repair the damage before the Closing in a manner any casualty or peril that cannot be repaired or reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than restored within ninety (90) days after the occurrence of such damage. If the Storage Space is damaged by any casualty or peril, Landlord shall provide Tenant with alternative Storage Space within fifteen (15) days after the occurrence of such damage, and if alternative Storage Space is unavailable, Landlord shall notify Tenant in writing within such fifteen (15) day period and Tenant shall have the right to terminate this Lease with respect to the Storage Space and deduct the Storage Space Fee from Rent pursuant to Section 4.1 above. If the Premises and/or Storage Space are damaged due to any peril, Tenant shall be entitled to an abatement of all Rent (and Storage Space Fee, if applicable) to the extent of the interference with Tenant's use of the Premises and/or Storage Space occasioned thereby. If the Lease is not terminated pursuant to the terms hereof, Landlord shall diligently prosecute any such repairs required to restore the Premises and the Building to substantially the same condition as prior to the casualty or peril, in which event this Lease shall continue in full force and effect and the Rent shall be reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Tenant in the Premises during such period of repair. If Landlord commences any repair under this paragraph but has not restored the Premises to a tenantable condition by the date which is ninety (90) days after the casualty or restoreperil, Tenant may terminate this Lease upon ten (10) days written notice to Landlord. Landlord and Tenant hereby waive any right that each may have against the other on account of any loss or damage arising in any manner which is covered by policies of insurance (or which policies are required to be maintained) for fire and extended coverage, public liability, workers’ compensation and other insurance existing during the Term of this Lease. Landlord and Tenant agree that neither party’s insurers shall hold any right of subrogation against the other party, and Landlord and Tenant agree to have their respective insurers include such waiver in any policy of insurance that applies to the Building, the Premises or the Storage Space, the contents therein or the use and occupancy thereof.
Appears in 1 contract
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the FacilityProperty, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Xxxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinBuyer, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller or Buyer under the insurance carried by Buyer as tenant of the Property as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause terminate this Agreement as provided above. If Buyer elects (ii) above, Buyer may extend the Closing Date for the Property for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Buyer's insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller's insurers. If the Facility Property is not materially damaged, then (Ai) Buyer shall not have the right to terminate this Agreement, (Bii) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsBuyer, and (Ciii) at Closing, Buyer shall receive any 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 destructiondestruction and Buyer shall receive a credit at Closing for any deductible, uninsured or co-insured amount under said insurance policies. To the extent Seller has incurred reasonable market based costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “"Material damage” " and “materially "Materially damaged” " means, with respect to the FacilityProperty, damage (x) which, in Buyer’s 's reasonable estimation, estimation exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore100,000.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Varian Semiconductor Equipment Associates Inc)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Premises or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent of such damage or destruction (and and, if necessary necessary, the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinBuyer, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any insurance proceeds for property repair and replacement (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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Buyer may extend the closing Date for up to an additional 30-day period in which to obtain insurance settlement agreements under Seller's insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller's insurers. If the Facility Premises is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceedsor, and (C) at if repairs cannot be completed before Closing, credit Buyer shall receive any insurance proceeds (including any rent loss insurance applicable at Closing for the reasonable cost to any period on and after complete the Closing Date) due Seller as a result of such damage or destructionrepair. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “"Material damage” " and “materially "Materially damaged” means, with respect to the Facility, " means damage (xi) reasonably exceeding two (2%) percent of the purchase price to repair, (ii) that entitles a tenant to terminate its Lease, or (iii) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s 's reasonable estimation, will take longer than ninety (90) days to repair or restorerepair.
Appears in 1 contract
Samples: Agreement for the Sale (Cedar Income Fund LTD /Md/)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer Purchaser may, at its option, by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent notifies Purchaser of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer Purchaser the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Agreement and the Deposit and all interest earned thereon Exxxxxx Money shall be immediately returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth hereinPurchaser, or (ii) proceed under this Agreement as to all of the PropertyAgreement, receive any 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 assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then (A) Buyer Purchaser shall not have the right to terminate this Agreement, (B) but Seller shall, to the extent requested and directed by Buyerat its cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Purchaser or if repairs cannot be completed before the Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable credit Purchaser at Closing for the reasonable cost to any period on and after complete the Closing Date) due Seller as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsrepair. “Material damage” and “materially Materially damaged” means, with respect to the Facility, means damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 reasonably exceeding five (5%) percent (on a per property or cumulative basis) of the Purchase Price to repair, or (y) which, in BuyerPurchaser’s reasonable estimation, will take longer than ninety (90) 90 days to repair or restorerepair.
Appears in 1 contract
Damage. Risk All risk of loss with respect to the Real Property up to and including shall remain with Seller until the Closing Date and delivery of the deed vesting title in Purchaser, when full risk of loss with respect to the Property shall be borne by Sellerpass to Purchaser. Seller shall promptly give Buyer Purchaser written notice of any damage to the FacilityProperty, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In If such damage is not material, then (i) Seller shall, to the event extent possible, begin repairs prior to the Closing out of any material damage insurance proceeds received by Seller for the damage, (described belowii) to or destruction at Closing, Purchaser shall receive a credit, net of any proceeds placed in escrow for such purpose established with Prudential as the lender of the Facility or Parcel B Loan, for one hundred and twenty-five percent (125%) of the remaining cost to complete the restoration, as reasonably estimated by Seller's contractor (which shall be subject to Purchaser's reasonable approval) and Seller's contractor will be allowed to complete its work, if done so in a commercially reasonable manner, and (iii) Purchaser shall assume the responsibility for the repair after the Closing (it being understood that upon such completion and the payment of any portion thereofamounts incurred in connection therewith, Buyer mayPurchaser shall return to Seller any excess amounts credited to Seller at Closing for such restoration work, at its optionto the extent not required to be applied to effect the completion of the restoration). If such damage is material, Purchaser may elect by notice to Seller given within ten (10) business 10 days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent Purchaser is notified of such damage (and if necessary the Closing Date shall be extended extended, if necessary, to give Buyer the full ten (10) business Purchaser such 10 day period to make respond to such election): (inotice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement, in which event the Deposit and all interest earned thereon Xxxxxxx Money shall be returned to Buyer and no party Purchaser. If damage constituting material damage is not covered by Seller's existing insurance, then Seller shall have any further obligations hereunder, except as expressly set forth herein, not be obligated to restore the damage or (ii) proceed under this Agreement to credit Purchaser for the cost of restoration. Damage as to all of any one or multiple occurrences is material if the Propertycost to repair the damage, receive any insurance proceeds as reasonably estimated by Seller's contractor (including any rent loss insurance applicable if Seller has engaged a contractor to any period on perform the work), and after the Closing Date) due Seller as otherwise by a result of such damage or destruction contractor approved by both Purchaser and assume responsibility for such repairSeller, acting reasonably, exceeds $500,000. If Buyer fails to timely make such election, Buyer Purchaser further shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair characterize damage as material if the damage before the Closing in a manner reasonably satisfactory entitles any tenant to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due terminate its Lease. An affiliate of Seller may be engaged as a result of such damage or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreSeller's contractor.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (BioMed Realty Trust Inc)
Damage. Risk If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss fire insurance with respect to the Real Property up to and including the Closing Date shall be borne extended coverage or other property damage insurance carried by Seller. Seller shall promptly give Buyer written notice of any Landlord, all damage to the Facilitystructural portions of the building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, describing such damage, stating whether if such damage was caused by the gross negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and loss for delay on account of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Buyer however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (1060) business days after Seller has provided from the above described notice to Buyer together with all relevant information concerning the nature and extent date of such damage (damage, notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and if necessary terminate upon the Closing Date third day after such notice is given, and Tenant shall be extended vacate the Premises and surrender the same to give Buyer the full ten (10) business day period to make such election): (i) terminate this AgreementLandlord, but in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all none of the Property, receive certain contingencies in this Article mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage or destruction and assume responsibility for such repairto Tenant’s personal property. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is Landlord does not materially damaged, then (A) Buyer shall not have the right elect to terminate this AgreementLease as provided above, (B) Seller shall, Landlord shall proceed in a commercially reasonable manner to the extent requested and directed by Buyer, repair the damage before portions of the Closing Premises which Landlord is required to restore in a manner reasonably satisfactory accordance with this Article 10 and, upon the completion of such repairs, Tenant shall use diligent and commercially reasonable efforts to Buyer utilizing any available insurance proceeds, and repair the portions of the Premises which are the responsibility of Tenant to insure under this Lease. If Landlord’s restoration of the Premises is not substantially completed within one hundred eighty (C180) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and days after the Closing Date) due Seller date the damage occurs, Tenant may as a result of such damage or destruction. To its sole and exclusive remedy, terminate the extent Seller has incurred reasonable costs in effecting Lease on the repairs requested and directed in writing by Buyer date falling thirty (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (9030) days to repair or restoreafter the date of Tenant’s notice; provided, however, that Landlord may nullify Tenant’s termination if Landlord substantially completes such restoration work within such thirty (30) day period.
Appears in 1 contract
Damage. Risk If, prior to the Closing Date, all or any part of loss the Improvements are damaged by fire or other casualty, then Seller shall immediately give notice to Purchaser of such fact and, if the Improvements are substantially damaged, then at Purchaser’s option (to be exercised within thirty (30) days after Purchaser’s receipt of Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement (other than the obligations of Purchaser set forth in Section 3(b) and the indemnity obligations of Purchaser set forth in Section 13 of this Agreement, and any other obligations that specifically survive the termination hereof in accordance with respect the terms of this Agreement, which obligations shall survive any such termination), and the Xxxxxxx Money shall be returned to Purchaser within two (2) business days of the date of such termination, provided Purchaser and Seller shall execute any document reasonably required by the other party to evidence such termination. If Purchaser fails to elect to terminate despite such damage, or if the Improvements are damaged but not substantially, then Purchaser shall proceed to Closing and accept title to the Real Property up in its then existing physical condition, without any abatement or reduction of, or credit against, the Purchase Price, but Seller shall assign to Purchaser any unapplied insurance proceeds paid or payable to Seller in connection with such damage, subject to the rights of tenants under the Leases, and including subject to the Closing Date shall be borne by Sellerright of Seller to use the proceeds of all insurance related to such damage as herein provided. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreementcommence restoration of the Improvements prior to Closing and to use the proceeds of all insurance related to such damage as hereinafter provided, (B) and in such event the credit due to Purchaser at closing in respect of such casualty shall be reduced by the cost of the restoration work performed by Seller shalland approved by Purchaser. Seller shall have the right to negotiate with and adjust any claim with the insurance company insuring the Improvements so damaged, and to provide and effect the necessary restoration as and to the extent requested required under the Leases, including, without limitation, reducing the damaged Improvements to grade and directed clearing the Real Property and doing such other things as may be reasonably necessary for the protection of all persons and property that may be endangered by Buyerthe existing condition of the Real Property, repair in which case Seller shall have the damage before right to use the Closing in a manner reasonably satisfactory proceeds of all insurance related to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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 destructionfor such purposes. To For purposes of this Section 11, the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. words “Material damage” and “materially substantially damaged” means, mean damage with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds any Improvements that would cost $150,000 1,000,000.00 or more to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restore.
Appears in 1 contract
Damage. Risk If the Premises or the Building is damaged from any cause covered by Landlord's standard fire and extended coverage insurance, Landlord will forthwith repair such damage provided the cost of loss with respect repair does not exceed the insurance proceeds and provided further such repairs can be made within sixty (60) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or render voidable this Lease or any provision hereof, and provided such damage was not caused by Tenant's negligent or willful act, Tenant will be entitled to a proportionate reduction of Rent while such repairs are being made in an amount that is in the same proportion to the Real Property up to and including Rent as the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice rentable area of any damage the portion of the Premises so damaged bears to the Facility, describing such damage, stating whether total rentable area of the Premises. If such damage and loss of rents is was caused by any risk not covered by insurance and Landlord's insurance, or if the estimated cost of repairing such damage. In repairs exceeds the event of any material damage (described below) to or destruction of the Facility or any portion thereofinsurance proceeds payable, Buyer Landlord may, at its option, by notice to Seller given make such repairs, provided the repairs can be made within ten sixty (1060) business days after Seller has such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable, but Tenant will be entitled to a proportionate reduction of Rent while such repairs are being made in an amount that is in the same proportion to the Rent as the rentable area of the portion of the Premises so damaged bears to the total rentable area of the Premises. If Landlord elects not to make repairs it is not obligated to make, or if such repairs cannot be made within the 60-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the above described notice Premises will terminate on the date specified in the notice. Landlord will under no circumstances be required to Buyer together with all relevant information concerning repair any damage by fire or any other cause, whether of a similar or dissimilar nature, to the nature property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent of such damage more than twenty percent (and if necessary the Closing Date shall be extended to give Buyer the full ten (1020%) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Propertythen replacement cost thereof, receive any insurance proceeds Landlord (including any rent loss insurance applicable or Tenant if Tenant will be unable to any period conduct its business on and after the Closing DatePremises for more than sixty (60) due Seller as a result of such damage or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (iiconsecutive days) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right may elect to terminate this AgreementLease, (B) Seller shall, whether the Premises are damaged or not and without liability to Tenant. A total destruction of the extent requested and directed by Buyer, repair Premises or of the damage before the Closing in a manner reasonably satisfactory Building will terminate this Lease without liability to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreTenant.
Appears in 1 contract
Samples: Tenera Inc
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the FacilityProperty, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility Property or any portion thereof, Buyer maySeller shall, at its optionthe Closing, by notice to Seller given within ten (10) business days after Seller has provided the above described notice assign to Buyer together with all relevant information concerning the nature (without recourse) Seller’s entire right, title and extent of such damage (and interest, if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreementany, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 Buyer shall assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said 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 destructionpolicies. To the extent Seller has incurred reasonable market based costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” In the event of any damage to or destruction of the Property or portion thereof which is not covered by existing insurance, Seller hereby agrees that it shall not exercise any termination right it may have as Landlord under the Leases, including without limitation Section 9 thereof, and “materially damaged” means, with respect the cost of repairing such uninsured damage or destruction shall be the amount estimated by an architect or contractor retained pursuant to mutual agreement of the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreparties.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Thermo Fisher Scientific Inc.)
Damage. Risk of loss with respect to the Real Property up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether such damage and loss of rents is covered by insurance and the estimated cost of repairing such damageexcept as expressly set forth herein. In the event of any material damage (described below) Material Damage to or destruction of the Facility Property or any portion thereof, Buyer may, at its option, by notice to Seller (with a copy to Escrow Holder) given within ten (10) business days Business Days after Seller has provided the above described notice to notifies Buyer together with all relevant information concerning the nature and extent in writing of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business -day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit and all interest earned thereon shall be returned to Buyer and no party the parties shall have any no further obligations hereunderhereunder (except the indemnity obligations of each party, except as expressly which shall survive indefinitely and any other obligations set forth hereinherein which expressly survive the termination of this Agreement), or (ii) proceed under this Agreement as to all with no adjustment of the PropertyPurchase Price, receive any 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 assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible amount under said insurance policies and any uninsured or underinsured loss. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause elects (ii) above, Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Facility Property is not materially damaged, then the parties shall proceed to Closing as provided in clause (Aii) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costsabove. “Material damage” and “materially Materially damaged” means, means damage (w) resulting in the Property not complying with respect all legal requirements applicable to the FacilityProperty, damage (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in BuyerSeller’s reasonable estimation, will take longer than ninety (90) 120 days to repair or restorerepair.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Damage. Risk of loss with respect to If the Real Property up to and including Premises or the Closing Date shall be borne Building is damaged from any cause covered by Seller. Seller shall promptly give Buyer written notice of any damage to the FacilityLandlord's and/or Tenant's insurance, describing such damage, stating whether Landlord will forthwith repair such damage provided the cost of repair does not exceed the insurance proceeds available from the insurance carried by both parties, and loss of rents is provided further that such repairs can be made within ninety (90) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or render voidable this Lease or any provision hereof. If such damage was caused by any risk not covered by insurance and Landlord's or Tenant's insurance, or if the estimated cost of repairing such damage. In repairs exceeds the event of any material damage (described below) to or destruction of insurance proceeds payable from the Facility or any portion thereofparties, Buyer Landlord may, at its option, by notice to Seller given within ten (10) business days after Seller has make such repairs, provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall repairs can be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any 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 assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than made within ninety (90) days after such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable. If Landlord elects not to make repairs it is not obligated to make, or if such repairs cannot be made within the 90-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the Premises will terminate on the date specified in the notice. Landlord will under no circumstances be required to repair any damage by fire or restoreany other cause, whether of a similar or dissimilar nature, to the property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent of more than twenty percent (20%) of the then replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises are damaged or not and without liability to Tenant. A total destruction of the Premises or of the Building will terminate this Lease without liability of Landlord to Tenant.
Appears in 1 contract
Damage. Risk of loss with respect to Except as hereinafter set forth, in the Real Property up to and including event the Closing Date Premises or the Building is damaged from any cause, Landlord shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to the Facility, describing such damage, stating whether forthwith repair such damage and loss this Lease shall remain in full force and effect. Provided such damage was not caused by Tenant’s, or by its agents, employees, contractors, invitees or licensees, negligent or willful act, Tenant shall be entitled to a proportionate reduction of rents Rent while such repairs are being made in an amount not to exceed the applicable rental interruption insurance proceeds received by Landlord, and that is covered by insurance in the same proportion to the Rent as the rentable area of the portion of the Premises so damaged and is unusable bears to the estimated total rentable area of the Premises. In the event the cost of repairing such damage. In damage is not covered by Landlord’s insurance, or in the event the cost of any material damage (described below) to or destruction of repairs exceeds the Facility or any portion thereofinsurance proceeds payable, Buyer mayLandlord may elect, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period not to make such election): (i) terminate this Agreementrepairs, in which event this Lease may be terminated at the Deposit option of either party upon the giving of notice and all interest earned thereon shall be returned without liability to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all of the Property, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after other party. In the Closing Date) due Seller event the Premises are rendered untenantable for more than 360 days as a result of any such damage damage, Landlord or destruction and assume responsibility for such repair. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer shall not have the right Tenant may elect to terminate this AgreementLease provided notice thereof is given to the other party hereto within 30 days following the date such party is notified that such damage may not be repaired within said 360 day period. Landlord shall under no circumstances be required to repair any damage to the property of Tenant, (B) Seller shallor to any improvements installed in, on or about the Premises by Tenant. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent requested of more than twenty percent (20%) of the then replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises are damaged or not and directed by Buyer, repair without liability to Tenant. A total destruction of the damage before the Closing in a manner reasonably satisfactory Building shall terminate this Lease without liability to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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 Landlord or destruction. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in Buyer’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restoreTenant.
Appears in 1 contract
Damage. Risk (a) If the Premises are damaged by fire or other cause covered by Landlord’s policy of loss fire insurance with respect extended coverage or other property damage insurance carried by Landlord, the damage shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall axxxx pro-rata according to the Real Property up to and including part of the Closing Date Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be borne payable by Seller. Seller shall promptly give Buyer written notice of any damage Tenant during such period, unless and solely to the Facility, describing such damage, stating whether such damage and loss extent that any abatement of rents rent is covered by a policy of rent loss insurance and the estimated cost of repairing such damage. In the event of any material damage (described below) to or destruction of the Facility or any portion thereof, Buyer which Landlord may, at its option, then have in effect. Due allowance shall be made for reasonable delay which may arise by notice reason of adjustment of fire insurance by Landlord, and for personnel delay on account of “labor troubles” or any other cause beyond Landlord’s control. If, however, the Premises are rendered wholly untenantable by fire or other cause and Landlord shall decide not to Seller given within ten (10) business days after Seller has provided rebuild the above described notice same, or if the entire Building be so damaged that Landlord shall decide to Buyer together with all relevant information concerning the nature and extent demolish it or not to rebuild it, then or in any of such damage (events, Landlord may, at its option, cancel and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this AgreementLease by giving Tenant notice in writing of its intention to cancel this Lease, in which event whereupon the Deposit term of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, and all interest earned thereon Tenant shall be returned vacate the Premises and surrender the same to Buyer and no party shall have any further obligations hereunder, except as expressly set forth herein, or (ii) proceed under this Agreement as to all Landlord. In neither of the Property, receive certain contingencies in this paragraph mentioned shall there be any insurance proceeds (including any rent loss insurance applicable liability on the part of Landlord to Tenant covering or in respect of any period on and after during which the Closing Date) due Seller as a result occupation of such said Premises by Tenant may not be possible because of the matters hereinabove stated, nor shall Landlord be liable for any damage or destruction and assume responsibility for such repairincurred by Tenant. If Buyer fails to timely make such electionWithout limiting the foregoing, Buyer shall be deemed to have elected to proceed under clause (ii) above. If the Facility is not materially damaged, then (A) Buyer Landlord shall not have the right be responsible for consequential damages, lost profits or any damage to terminate this Agreement, (B) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer utilizing any available insurance proceeds, and (C) at Closing, Buyer shall receive any 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. To the extent Seller has incurred reasonable costs in effecting the repairs requested and directed in writing by Buyer (which costs have not been assumed by Buyer), Seller shall be paid a portion of such insurance proceeds in an amount equal to such costs. “Material damage” and “materially damaged” means, with respect to the Facility, damage (x) which, in BuyerTenant’s reasonable estimation, exceeds $150,000 to repair, or (y) which, in Buyer’s reasonable estimation, will take longer than ninety (90) days to repair or restorepersonal property.
Appears in 1 contract
Samples: Commencement and Estoppel Agreement (Seracare Life Sciences Inc)
