Common use of Material Casualty Clause in Contracts

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty"), then Purchaser may, at its option, elect to terminate this Contract by written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds three percent (3%) of the Purchase Price (a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all insurance proceeds (including, but not limited to, casualty, lost profits and business interruption proceeds) payable under Seller’s insurance policies maintained by Seller with respect to rights the Property and obligations that survive terminationany Seller or its Affiliate-owned business(es) operating therein, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds Twelve Million Eight Hundred Thousand and 00/100 Dollars ($12,800,000.00) (a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. IfIf the estimated amount of the cost to repair and restore a Property following a Casualty equals or exceeds twenty percent (20%) of the Purchase Price allocation for such Property, before Closingas set forth on Scheduled 3.3.5 attached hereto (a “Material Casualty”), and the Property is damaged Material Casualty was not caused by an insured fire Purchaser or other casualty that Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right to elect, by providing written notice to Seller, within ten (10) Business Days after Purchaser’s receipt of Seller’s written notice of the Material Casualty, to: (i) would cost $750,000.00 terminate the Individual Purchase and Sale Agreement by providing written notice to Seller, in which case, the Parties shall have no further rights or more to repair obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (ii) is not covered by Seller’s insurance proceed to Closing, without terminating such Individual Purchase and Sale Agreement, in which case Seller is unwilling to agree to shall (A) provide Purchaser with a credit against the Sales Purchase Price in an amount equal to the amount sum of: (1) the applicable insurance deductible, and (2) and the reasonable estimated costs for the repair or restoration of the cost Property required by the Material Casualty, and (B) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Property or the Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Purchaser fails to provide written notice of its election to Seller within such damage at Closing (a "Major Casualty")time period, then Purchaser may, at its option, elect shall be deemed to have elected to terminate this Contract by written notice Master Purchase and Sale Agreement as it relates to Seller within twenty the Property in question pursuant to (20i) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive terminationabove. If necessarythe Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, the Closing Date shall be postponed until Seller has given the notice date which is five (5) Business Days after the expiration of such ten (10) Business Day election period. Purchaser shall have the right to Purchaser required by this Section 17(a) a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the period prompt return of twenty (20) days described in this Section 17(a) has expired. If such amount following the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date termination of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract Master Purchase and Sale Agreement pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination14.1.1.

Material Casualty. If, before ClosingIf prior to the Closing Date, the Property is Premises, or any portion thereof, shall be damaged or destroyed by an insured fire reason of fire, storm, accident or other casualty, then Seller shall immediately give notice thereof to Buyer. If such casualty that will (ia) would cost $750,000.00 or more give Franchisor the option to repair terminate either of the Franchise Agreements, and Franchisor elects to so terminate either of the Franchise Agreements, or (iib) is not covered by Seller’s insurance upon execution of the Lease, give Buyer's Tenant the option to terminate the Lease and Seller is unwilling if Buyer's Tenant exercises such option or refuses to agree modify the form of the Lease to provide a credit against specifically acknowledge and accept such casualty, then in either such case this Agreement shall be null and void, whereupon the Sales Price in the full amount of the cost Deposit shall be paid by Escrow Holder to Buyer, and all parties shall thereupon be relieved of all further liability hereunder. If such damage at Closing casualty (a) will not give Franchisor the option to terminate either of the Franchise Agreements, or if it gives Franchisor the option to terminate either Franchise Agreement, if Franchisor waives such option in writing, and (b) upon execution of the Lease, will not give Buyer's Tenant the option to terminate the Lease, or if it gives Buyer's Tenant the option to terminate the Lease, if Buyer's Tenant waives such option in writing, and (c) constitutes a "Major Casualty"Material Casualty (as defined below), then Purchaser mayBuyer shall have the option of terminating this Agreement or proceeding with the Closing in accordance with, at its optionand subject to, elect to terminate this Contract the terms hereof. Buyer shall make such election by written notice to Seller Seller, to be given within twenty ten (2010) business days after the date of Seller's receiving notice to Purchaser of the casualtyestimated cost to repair such casualty damage, in which case and the Xxxxxxx Money (other than availability or non-availability of insurance proceeds covering the Nonrefundable loss. If Buyer elects to terminate this Agreement, the Escrow Holder shall return the Deposit which will be paid to Seller) Buyer, the parties shall be refunded to Purchasershare equally any cancellation fees of Escrow Holder, and neither party shall have any further rights or obligations hereunder, hereunder to the other than as set forth herein with respect except pursuant to rights and obligations that survive terminationany provision hereof which expressly survives the termination of this Agreement. If necessaryBuyer elects not to terminate this Agreement, then the Closing Date transaction contemplated by this Agreement shall be postponed until consummated as otherwise provided herein, with no abatement, reduction or set-off against the Purchase Price. In such event Seller has given will assign to Buyer at Closing the notice physical damage loss proceeds and business loss proceeds of any insurance policy payable to Purchaser required by this Section 17(a) Seller, and Buyer shall receive a credit against the period Purchase Price in the amount of twenty (20) days described any applicable deductible under Seller's insurance policy. As used in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended 11.1, a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price Material Casualty shall be reduced by an amount equal deemed to Seller's deductible under its insurance policies and any proceeds have occurred if the cost of insurance previously received by Seller with respect thereto, and Seller shall assign repairing the damage from such casualty is estimated to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence exceed Five Hundred Thousand Dollars (with its insurer’s consent written thereto$500,000), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair or restoration of the Hotel damaged by such damage at Closing Casualty equals or exceeds five percent (5%) of the Purchase Price (a "Major “Material Casualty")”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days Business Days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, Purchaser in accordance with Section 3.2.4 and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Hotel required by such Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Hotel, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) Business Day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, If the Property or any portion thereof is damaged or destroyed by an insured fire or any other casualty that prior to the Closing (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair, restoration or replacement required by a Casualty equals or exceeds ten percent (10%) of the Purchase Price with respect to the applicable Property (a “Material Casualty”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right, in its sole discretion, to (i) would cost $750,000.00 terminate this Agreement with respect to the applicable Property affected by such Material Casualty, in which case Escrow Agent shall refund the Xxxxxxx Money with respect to the affected Property to Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(c), 4.1(d) and 7.1(b) and Seller and Purchaser shall have no further rights or more obligations under this Agreement with respect to repair such Property, except those which expressly survive such termination, or (ii) is not covered by Seller’s insurance and proceed to the Closing, without terminating this Agreement, in which case Seller is unwilling to agree to provide a shall (A) credit against the Sales Price in the amount of the cost applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Purchaser all of such damage at Closing (a "Major Casualty")Seller’s right, then title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to lost profits for the period prior to the Closing. Purchaser may, at its option, elect to terminate shall make an election under this Contract Section 13.1(a) by giving written notice to Seller within twenty on or before ten (2010) days Business Days after the date of Seller's notice ’s delivery to Purchaser of the casualtywritten notice of such Casualty. If Purchaser fails to make an election under this Section 13.1(a) within such time period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) Purchaser shall be refunded conclusively deemed to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect elected to rights and obligations that survive terminationproceed to the Closing pursuant to clause (ii) of this Section 13.1(a). If necessarythe Closing Date is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed extended until Seller has given the notice to Purchaser required by this Section 17(atenth (10th) and day after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreementten (10) Business Day election period. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a)Notwithstanding the foregoing, then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event if Purchaser elects to terminate this Contract pursuant to Agreement under this Section 17(a)13.1(a) with respect to the applicable Property affected by such Material Casualty, Seller will shall have the option right, within ten (10) days of Purchaser’s election to terminate all the other Parallel Agreements. In additionterminate, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option elect to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein Agreement with respect to rights or obligations which survive terminationthe other Properties. If Seller fails to make an election within such time period, Seller shall be conclusively deemed to have elected to proceed to Closing with respect to the unaffected Properties.

Material Casualty. If, before Closing, If the Property Assets or any portion thereof is damaged or destroyed by an insured fire or any other casualty that prior to Closing (a “Casualty”), Owner shall give written notice of such Casualty to Lender and Buyer promptly after the occurrence of such Casualty. If the amount of the repair, restoration or replacement required by a Casualty equals or exceeds Two Million Dollars United States Dollars (US$2,000,000) (a “Material Casualty”), then Buyer shall have the right, in its sole discretion, to (i) would cost $750,000.00 terminate this Agreement in which event MFG shall pay the balance of the Deposit then held by MFG to Buyer and, in the event of a termination of this Agreement occurring after the Additional Deposit Funding Date, HMF shall also release to MFG the original stamped Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt so as to allow MFG to invoke the Unwind Procedure and upon recovery of the Stamp Duty and Tax Refund, the Stamp Duty and Tax Refund shall be paid to Buyer, less the Lender’s Deposit Refund Amount, if any, which MFG shall pay to Lender, and Lender, Owner and Buyer shall have no further rights or more to repair obligations under this Agreement, except those which expressly survive such termination, or (ii) is not covered by Seller’s insurance and Seller is unwilling proceed to agree to provide a Closing, without terminating this Agreement, in which case Owner shall (A) credit against the Sales Price in the amount of the cost applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Buyer all of Owner’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Owner with respect to the Assets affected by such Casualty, except those proceeds allocable to lost profits for the period prior to the Closing; provided, however, that until such time as Buyer receives written confirmation from the applicable insurer, reasonably satisfactory to Buyer, acknowledging the assignment of such damage claim and agreeing to acknowledge Buyer as the insured under such policies for purposes of such claim, Owner shall continue to use commercially reasonable efforts, but at Closing (a "Major Casualty")no material cost to Owner, then Purchaser may, at its option, elect to terminate pursue the insurance proceeds thereunder on behalf of Buyer. Buyer shall make an election under this Contract Section 10.1 by giving written notice to Seller within Owner on or before twenty (20) days after the date Owner’s delivery to Buyer of Seller's written notice of such Casualty. If Buyer fails to Purchaser of the casualtymake an election under this Section 10.1 within such twenty (20) day time period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) Buyer shall be refunded conclusively deemed to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect elected to rights and obligations that survive terminationproceed to Closing pursuant to clause (B) of this Section 10.1. If necessarythe Closing Date is scheduled to occur within Buyer’s twenty (20) day election period, the Closing Date shall be postponed extended until Seller has given the notice to Purchaser required by this Section 17(atenth (10th) and day after the period expiration of such twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the day election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, If such Casualty caused the Assets and Property is to be damaged by an insured fire or other casualty destroyed such that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty")repair or replacement is reasonably likely to exceed [***], then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement in its entirety, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case the Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the applicable insurance deductible, less any amounts previously paid toward the deductible by Seller, and (ii) transfer and assign to Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty and other than as set forth herein applicable insurance policies maintained by Seller with respect to rights the Assets, except those proceeds specifically payable in connection with costs incurred by Seller for the period prior to the Closing, to the extent assignable and obligations that survive terminationif such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If necessaryPurchaser fails to provide written notice of its election to Seller within such ten (10) day time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall shall, upon Purchaser’s election, be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Dateperiod. In the event Purchaser elects that Seller proceeds to terminate this Contract pursuant restore the affected Assets prior to this Section 17(a)Closing, Seller will have the option such work shall be subject to terminate all the other Parallel Agreements. In additionPurchaser’s approval, if Purchaser pursuant not to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire be unreasonably withheld, conditioned or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationdelayed.

Material Casualty. If, before Closing, If the Property or any portion thereof is damaged or destroyed by an insured fire or any other casualty that prior to Closing (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair, restoration or replacement required by a Casualty equals or exceeds five percent (5%) of the Purchase Price (a “Material Casualty”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right, in its sole discretion, to (i) would cost $750,000.00 terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(d), 4.1(e) and 7.1(b) and Seller and Purchaser shall have no further rights or more to repair obligations under this Agreement, except those which expressly survive such termination, or (ii) is not covered by Seller’s insurance and proceed to Closing, without terminating this Agreement, in which case Seller is unwilling to agree to provide a shall (A) credit against the Sales Price in the amount of the cost applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Purchaser all of such damage at Closing (a "Major Casualty")Seller’s right, then title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to lost profits for the period prior to the Closing. Purchaser may, at its option, elect to terminate shall make an election under this Contract Section 13.1(a) by giving written notice to Seller within twenty on or before ten (2010) days Business Days after the date of Seller's notice ’s delivery to Purchaser of the casualtywritten notice of such Casualty. If Purchaser fails to make an election under Section 13.1(a) within such time period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) Purchaser shall be refunded conclusively deemed to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect elected to rights and obligations that survive terminationproceed to Closing pursuant to clause (ii) of this Section 13.1(a). If necessarythe Closing Date is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed extended until Seller has given the notice to Purchaser required by this Section 17(atenth (10th) and day after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) Business Day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds One Million and no/100 Dollars ($1,000,000.00) (a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, If any Hotel is affected by a Casualty before Closingthe Closing (the “Damaged Hotel”), the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more amount required to repair or restore the Property for the Damaged Hotel equals or exceeds twenty percent (ii20%) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against of the Sales allocation of the Purchase Price for the Damaged Hotel set forth in the amount of the cost of such damage at Closing Allocation Schedule (a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty (20) 10 days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of (a) terminate this Agreement for all Hotels, and the casualtyParties shall have no further rights or obligations under this Agreement, except those that expressly survive termination, or (b) proceed to Closing for all Hotels (including the Damaged Hotel), in which case Seller shall provide Purchaser with a credit against the Xxxxxxx Money Allocated Purchase Price for the Damaged Hotel in an amount equal to the lesser of (other than i) the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaserapplicable insurance deductible, and neither party shall have any further (ii) and the reasonable estimated costs for the repair or restoration of the Property relating to the Damaged Hotel required by such Material Casualty, and transfer and assign to Purchaser all of Seller’s rights or obligations hereunder, other than as set forth herein to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business for the Damaged Hotel, except those proceeds allocable to lost profits and obligations that survive termination. If necessary, costs incurred by Seller for the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and Damaged Hotel for the period of twenty (20) days described in this Section 17(a) has expired. If before the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel AgreementClosing. If Purchaser does not timely make provide written notice of its election to terminate this Contract Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of this Section 17(a)preceding sentence. If the Closing is scheduled to occur within Purchaser’s election period, then the Closing shall take place as provided hereinbe postponed until the date that is five Business Days after the earlier of (A) Purchaser’s delivery of its election notice to Seller to proceed to Closing or (B) if Purchaser does not provide an election notice, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds expiration of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationelection period.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair or restoration of the Hotel damaged by such damage at Closing Casualty equals or exceeds five percent (5%) of the Purchase Price (a "Major “Material Casualty")”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, Purchaser in accordance with Section III.B.4 and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Hotel required by such Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Hotel, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (a) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty"), then Purchaser may, at its option, elect to terminate this Contract by written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s Purchase and Sale Agreement15233083_2 21 consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair or restoration caused by a Casualty required by such Casualty equals or exceeds five percent (5%) of such damage at Closing the Purchase Price (a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of the casualty, (a) terminate this Agreement and in which case the Xxxxxxx Money (other than Money, less the Nonrefundable Deposit which will be paid to Seller) Independent Consideration, shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination; or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, or (B) the reasonable estimated costs for the repair or restoration required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Hotel, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (a) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, If (a) the amount of the repair restoration of the Property is damaged required by an insured fire a Casualty equals or other casualty that exceeds five percent (5%) of the Purchase Price, or (b) the damage (i) would cost $750,000.00 materially limits the ingress or egress to the Hotel for a period of more to repair than thirty (30) days, or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against would render the Sales Price in the amount lobby, reception area, front desk, parking area or other portions of the cost Property that are material to the operation of such damage at the Business unavailable for use for a period longer than forty-five (45) days following Closing (each a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Exxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (a) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds two percent (2%) of the Purchase Price (before any adjustment as required by this Agreement) as reasonably determined by Seller (a "Major “Material Casualty"”), then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (a) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty"), then Purchaser may, at its option, elect to terminate this Contract by written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s Purchase and Sale Agreement 15233094_2 21 consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. IfIn the event that prior to the Close of Escrow any Building of the Real Property, before Closingor any material portion thereof, is destroyed or materially damaged, Buyer shall have the Property is damaged right, exercisable by an insured fire giving written notice to Seller within ten (10) days after receipt of written notice of such damage or other casualty that destruction, either (i) would cost $750,000.00 to terminate this Agreement in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or more documents in Escrow shall be returned to repair the party depositing the same, and the provisions of Section 4.4 shall apply, or (ii) is not covered to accept the Property in its then condition and to proceed with the consummation of the transaction contemplated by Seller’s insurance and Seller is unwilling to agree to provide a credit against this Agreement, with an abatement or reduction in the Sales Purchase Price in the amount of the cost deductible for the applicable insurance coverage, if and to the extent such deductible is not Buyer’s responsibility (in its capacity as tenant) under the Intuit Lease, and Buyer shall be entitled to an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage at or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing (a "Major Casualty"), then Purchaser may, at its option, elect which shall be retained by or paid to terminate this Contract by Seller. If Buyer fails to deliver written notice to Seller of Buyer’s election within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the time period of twenty (20) days described specified in this Section 17(a13.1, Buyer shall be deemed to have elected alternative (ii) has expiredabove. If Buyer elects (or is deemed to have elected pursuant to the Closing Date of immediately preceding sentence) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any Parallel Agreement is extended a result of casualty as provided in claims to such Parallel Agreementinsurance proceeds without Buyer’s prior written consent, at the election of Sellernot to be unreasonably withheld, the Closing Date conditioned, or delayed. For purposes of this Contract will Section 13, damage to any Building of the Property shall be extended deemed to involve a material portion thereof if the same Closing Date estimated cost of restoration or repair, as estimated by Seller in its reasonable discretion, of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing damage shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account exceed [***] percent ([***]%) of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationPurchase Price.

Material Casualty. If, before Closing, If the Property or any portion thereof is damaged or destroyed by an insured fire or any other casualty that prior to Closing (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair, restoration or replacement required by a Casualty equals or exceeds ten percent (10%) of the Purchase Price (a “Material Casualty”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right, in its sole discretion, to (i) would cost $750,000.00 terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser, and Seller and Purchaser shall have no further rights or more to repair obligations under this Agreement, except those which expressly survive such termination, or (ii) is not covered by Seller’s insurance and proceed to Closing, without terminating this Agreement, in which case Seller is unwilling to agree to provide a shall (A) credit against the Sales Price in the amount of the cost applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Purchaser all of such damage at Closing (a "Major Casualty")Seller’s right, then title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to costs incurred by, and lost profits of, Seller for the period prior to the Closing. Purchaser may, at its option, elect to terminate shall make an election under this Contract Section 13.1(a) by giving written notice to Seller within twenty on or before ten (2010) days Business Days after the date of Seller's notice ’s delivery to Purchaser of the casualtywritten notice of such Casualty. If Purchaser fails to make an election under Section 13.1(a) within such time period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) Purchaser shall be refunded conclusively deemed to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect elected to rights and obligations that survive terminationproceed to Closing pursuant to clause (ii) of this Section 13.1(a). If necessarythe Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, the Closing Date shall be postponed extended until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) Business Day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty"), then Purchaser may, at its option, elect to terminate this Contract by written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s Purchase and Sale Agreement15233094_2 21 consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair or restoration of such damage at Closing the Theater (and the Transferred Property related thereto) required by a Casualty equals or exceeds twenty-five percent (25%) of the fair market value of the Theater, as determined by mutual agreement of the Parties in their good faith, reasonable judgment (a "Major Material Casualty")) and the Casualty was not caused by Purchaser or its employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser's receipt of Seller's written notice of such Casualty, (i) to Purchaser terminate this Agreement and the Lafayette Purchase Agreement as of the casualtydate that is thirty (30) days after Seller's receipt of such notice, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2(e), and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement or the Lafayette Purchase Agreement, other than as set forth herein except those which expressly survive such termination, or (ii) proceed to Closing, without terminating this Agreement and the Lafayette Purchase Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (1) the applicable insurance deductible and/or self-insured retention, and (2) and the reasonable estimated costs for the repair or restoration of the Theater (and the Transferred Property related thereto) required by such Casualty, and (B) transfer and assign to Purchaser all of Seller's right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Theater (and obligations that survive terminationthe Transferred Property related thereto), except those proceeds allocable to lost profits and costs actually incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such ten (10) day period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of this preceding sentence. If the Closing is scheduled to occur within five (5) Business Days after the expiration of Purchaser's ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds One Million Dollars ($1,000,000) (a "Major “Material Casualty")”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right in its sole discretion to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Exxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2(d), and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds One Million and no/100 Dollars ($1,000,000.00) (a "Major “Material Casualty")”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller (subject in all events to the terms and conditions applicable thereto under the Existing Loan Documents) shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreementpostponed, at Purchaser’s option to be exercised in its sole and absolute discretion, until the election of Seller, date which is five (5) Business Days after the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (a "Major “Material Casualty")”) and such Material Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days after the date Purchaser’s receipt of Seller's ’s written notice of such Material Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible, and (B) and the reasonable estimated costs for the repair or restoration of the Property required by such Material Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, In the Property event any single Community is damaged in any material respect, or destroyed by an insured fire or any other casualty that prior to the Closing Date, Sellers shall promptly provide Buyer with written notice of such casualty and Sellers’ estimate (ibased on the information available to Sellers at such time) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost to repair the same. If the estimated cost to repair such Community exceeds twenty million dollars ($20,000,000.00) (a “Material Casualty”), Buyer shall have the right, which right shall be exercised within five (5) Business Days after Buyer receives notice of such damage at Closing Material Casualty, to either (a "Major Casualty"), then Purchaser may, at its option, elect to a) terminate this Contract by Agreement upon written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualtyand Escrow Holder, in which case event this Agreement shall terminate, the Xxxxxxx Money Deposit (other than less the Nonrefundable Deposit which will be paid to SellerIndependent Consideration) shall be refunded to PurchaserBuyer, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and under this Agreement except for those obligations that expressly survive termination. If necessarythe termination hereof, or (b) proceed to Closing as scheduled, in which case this Agreement shall not terminate and (i) the Closing Date applicable Seller shall cause all collected insurance proceeds to be postponed until Seller has given paid over to Buyer (or credited against the notice to Purchaser required by this Section 17(aPurchase Price with an additional credit for any deductible, self-insured or uninsured amounts) and at Closing, (ii) the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and applicable Seller shall assign to Purchaser at the Closing Buyer all of Seller's right, title and interest in and to any casualty insurance all claims and proceeds that such Seller may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable have with respect to periods all policies of insurance relating to the Property at Closing (except for those proceeds allocable to lost profits and costs incurred by Sellers prior to Closing), and (iii) the applicable Seller shall pay over to Buyer all insurance proceeds collected after Closing by such Seller promptly upon receipt thereof. If Buyer shall fail to timely deliver the termination notice in accordance with subparagraph (a) above, then Buyer shall be deemed to have elected to proceed with Closing Datein accordance with subparagraph (b) above. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a)any single Community is damaged in any material respect, Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of or destroyed by fire or any other casualty as provided prior to the Closing Date, and such damage does not constitute a Material Casualty, then the Parties shall proceed to Closing in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money accordance with subparagraph (other than the Nonrefundable Deposit which will be paid to Sellerb) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationabove.

Material Casualty. IfIf a Casualty occurs between the Effective Date and the Closing Date, before Closingand either (A) the cost to repair or restore all or any of the Properties required by a Casualty occurring between the Effective Date and the Closing Date equals or exceeds Six Hundred Fifty Thousand Dollars ($650,000.00) or (B) any such Casualty event is not covered by any of the applicable Seller’s policies of insurance for the applicable Property and such Seller elects (in its sole and absolute discretion) not to provide Buyer with a credit against the Purchase Price on account of such uninsured casualty (each of the foregoing is referred to herein as a “Material Casualty”), then Buyer shall have, in its sole and absolute discretion, the Property is damaged right to elect, by an insured fire or other casualty that providing written notice to Sellers within fifteen (15) days after Buyer’s receipt of Sellers’ written notice of such Casualty, to (i) would cost $750,000.00 terminate this Agreement, in which case (a) the Deposit (or more in the event of a Material Casualty prior to repair the expiration of the Due Diligence Period, the Initial Deposit) shall be returned to Buyer and (b) the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination or (ii) is not covered by Seller’s insurance and Seller is unwilling proceed to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty"), then Purchaser may, at its option, elect to terminate this Contract by written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualtyClosing, in which case the Xxxxxxx Money (a) Sellers shall assign and transfer to Buyer all of Sellers’ right, title and interest in and to all proceeds from all casualty insurance policies maintained by Sellers with respect to such Casualty (other than amounts applied by Sellers prior to Closing in connection with the Nonrefundable Deposit which will be paid repair of the applicable Property) by delivering an assignment instrument to SellerBuyer at Closing in form and substance reasonably satisfactory to Buyer, and (b) Buyer shall receive no credit from Sellers against the Purchase Price in connection with such Material Casualty other than a credit equal to any unpaid deductibles under Sellers’ insurance policies to the extent such deductibles are called upon to cover any such claim related to such Casualty. If Buyer fails to provide written notice of its election to Sellers within such time period, Buyer shall be refunded deemed to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect elected to rights and obligations that survive termination. If necessary, terminate this Agreement pursuant to clause (i) of the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expiredpreceding sentence. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended scheduled to occur prior to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its Buyer’s election to terminate this Contract pursuant to this Section 17(a)period, then the Closing shall take place as provided hereinbe postponed until the date which is five (5) Business Days after the expiration of Buyer’s election period. For purposes of clarity, in no event shall any Seller be obligated to provide Buyer with any credit against the Sales Purchase Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser uninsured Casualty unless such Seller elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided do so in such Parallel Agreement, Seller will have the option to terminate this Contract its sole and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationabsolute discretion.

Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in If the amount of the cost repair restoration of such damage at Closing the Property required by a Casualty equals or exceeds Two Million and no/100 Dollars ($2,000,000.00), as reasonably determined by Seller (a "Major “Material Casualty"”), and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller within twenty ten (2010) days Business Days after the date Purchaser’s receipt of Seller's ’s written notice of such Casualty, to Purchaser of the casualty(a) terminate this Agreement, in which case the Xxxxxxx Exxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to PurchaserPurchaser in accordance with Section 3.2.4, and neither party the Parties shall have any no further rights or obligations hereunderunder this Agreement, other than as set forth herein except those which expressly survive such termination, or (b) proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (A) the applicable insurance deductible and the amount by which the Casualty is either uninsured or underinsured, and (B) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (ii) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to rights the Property or the Business, except those proceeds allocable to lost profits and obligations that survive terminationcosts incurred by Seller for the period prior to the Closing. If necessaryPurchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) Business Day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, If the Property or any portion thereof is damaged or destroyed by an insured fire or any other casualty that prior to Closing (a "CASUALTY"), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair, restoration or replacement required by a Casualty equals or exceeds One Million and no/100 Dollars ($1,000,000.00) (a "MATERIAL CASUALTY") and the Casualty was not caused by Purchaser or Purchaser's Inspectors, or their respective employees or agents, then Purchaser shall have the right, in its sole discretion, to (i) would cost $750,000.00 terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser, and Seller and Purchaser shall have no further rights or more to repair obligations under this Agreement, except those which expressly survive such termination, or (ii) is not covered by Seller’s insurance and proceed to Closing, without terminating this Agreement, in which case Seller is unwilling to agree to provide a shall (A) credit against the Sales Price in the amount of the cost applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Purchaser all of such damage at Closing (a "Major Casualty")Seller's right, then title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to lost profits for the period prior to the Closing. Purchaser may, at its option, elect to terminate shall make an election under this Contract Section 13.1(a) by giving written notice to Seller within twenty on or before ten (2010) days after the date of Seller's notice delivery to Purchaser of the casualtywritten notice of such Casualty. If Purchaser fails to make an election under Section 13.1(a) within such time period, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) Purchaser shall be refunded conclusively deemed to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect elected to rights and obligations that survive terminationproceed to Closing pursuant to clause (B) of this Section 13.1(a). If necessarythe Closing Date is scheduled to occur within Purchaser's ten (10) day election period, the Closing Date shall be postponed extended until Seller has given the notice to Purchaser required by this Section 17(atenth (10th) and day after the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date expiration of such extended Parallel Agreement. If Purchaser does not timely make its ten (10) day election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationperiod.

Material Casualty. If, before Closing, If the Property is estimated amount required to fully repair or restore the Hotel damaged by an insured fire such Casualty (the “Affected Hotel”) to its condition immediately prior to such Casualty, as reasonably agreed to by the Parties, equals or other casualty that exceeds ten percent (i10%) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of Hotel Purchase Price for the Affected Hotel (such damage at Closing (event, a "Major “Material Casualty"”), then Purchaser mayshall have the right to elect, at its option, elect to terminate this Contract by providing written notice to Seller the Sellers within twenty ten (2010) days Business Days after the date of Seller's notice to Purchaser Purchaser’s receipt of the casualtySellers’ written notice of such Casualty and the Parties’ agreement on the estimated cost to repair or restore, to (i) cause the Affected Hotel to be excluded from this Agreement, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) Aggregate Purchase Price shall be refunded reduced by the Hotel Purchase Price for the Affected Hotel and this Agreement and the Hotel Purchase and Sale Agreements, except for the Hotel Purchase and Sale Agreement for the Affected Hotel, shall remain in full force and effect as to Purchaserall of the other Hotels and the parties shall equitably adjust the provisions in this Agreement in good faith based on the exclusion of the Affected Hotel, or (ii) proceed to Closing, without terminating this Agreement, in which case the Sellers shall (A) provide Purchaser with a credit against the Aggregate Purchase Price in an amount equal to the lesser of: (1) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and neither party shall have any further rights (2) the estimated costs for the repair or obligations hereunderrestoration of the Affected Hotel required by such Casualty as reasonably agreed to by the Parties, other than as set forth herein and (B) transfer and assign to Purchaser all of the Sellers’ right, title and interest in and to all claims and proceeds from all casualty insurance policies maintained by the Sellers with respect to rights and obligations that survive terminationthe Affected Hotel. If necessaryPurchaser fails to provide written notice of its election to the Sellers within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (ii) of this preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, at Purchaser’s election, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(adate which is five (5) and Business Days after the period expiration of twenty such ten (2010) days described in this Section 17(a) has expiredBusiness Day election period. If the Closing Date of any Parallel Agreement is extended a result of casualty Parties are unable to agree on the estimated costs to repair or restore as provided in herein within ten (10) Business Days after Purchaser’s receipt of the Seller Parties’ written notice of such Parallel Agreement, at the election of SellerCasualty, the Closing Date determination of this Contract will the estimated costs to repair or restore shall be extended made by a nationally recognized engineering firm reasonably acceptable to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place Parties as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement promptly as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive terminationpossible thereafter.

Material Casualty. IfIf the estimated amount of the cost to repair and restore a Hotel following a Casualty equals or exceeds three percent (3%) of the Purchase Price (a “Material Casualty”), before and the Material Casualty was not caused by Buyer or Buyer’s Inspectors, or their respective employees or agents, then Buyer shall have the right to elect, by providing written notice to Seller, within ten (10) Business Days after Buyer’s receipt of Seller’s written notice of the Material Casualty and contractor’s estimate of the cost of repair, to (a) terminate this Agreement by providing written notice to Seller, and the provisions of Section 14.20 shall apply; or (b) proceed to Closing, the Property is damaged by an insured fire or other casualty that without terminating this Agreement, in which case Seller shall (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide Buyer with a credit against the Sales Purchase Price in an amount equal to the amount applicable insurance deductible, and (ii) transfer and assign to Buyer all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller respecting the cost Property or the Business, except those proceeds allocable to lost profits and costs incurred by Seller for the period prior to the Closing. If Buyer fails to provide written notice of its election to Seller within such damage at Closing (a "Major Casualty")time period, then Purchaser may, at its option, elect Buyer shall be deemed to have elected to terminate this Contract by written notice Agreement pursuant to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive terminationthis Section 13.1.1. If necessarythe Closing is scheduled to occur before Seller delivers the notice of Material Casualty, including the contractor’s estimate to Buyer or within Buyer’s ten (10) Business Day election period, the Closing Date shall be postponed until Seller has given the notice date which is five (5) Business Days after the expiration of such ten (10) Business Day election period. Buyer shall have the right to Purchaser required by this Section 17(a) a refund of the Xxxxxxx Money and shall receive the period prompt return of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at Xxxxxxx Money following the election of Seller, the Closing Date termination of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract Agreement pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser and neither party will have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations which survive termination13.1.1.