Common use of Material Damage Clause in Contracts

Material Damage. If prior to the Closing, the Property is materially damaged (as defined in Section 18(d)), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such damage or destruction (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction and a credit at Closing (with the exception of any damage caused by earthquake) for any deductible under Seller’s insurance policies. Purchaser’s failure within such five (5) Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) above.

Material Damage. If In the event of any Material Damage, as defined herein, to or destruction of the Property or any portion thereof prior to the Closing, the Property is materially damaged (as defined in Section 18(d))either Seller or Purchaser may, Purchaser shall have the rightat its option, exercisable terminate this Agreement by giving delivering written notice to Seller within the other on or before the expiration of five (5) Business Days days after receiving written notice of the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give the parties the full thirty (30) day period to make such damage or destruction (but in election and to obtain insurance settlement agreements with Seller’s insurers). Upon any event prior such termination, the Deposit shall be returned to Purchaser and the Closing), either (i) to terminate this Agreement, in which case neither party parties hereto shall have any no further rights or obligations hereunder (except with respect to rights and obligations herein which expressly hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said five (5) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and any money (includingas of Closing, Seller shall assign to Purchaser, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights in and to any resulting insurance proceeds payable by reason due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing (with the exception of any damage caused by earthquake) for any deductible amount under Seller’s such insurance policies. Purchaser’s failure within such five policies (5but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) Business Day period to deliver a written notice electing to proceed under either clause (i) the cost of repair or (iiB) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayedthe Purchase Price). Notwithstanding anything For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which exceeds $1,000,000 to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) aboverepair.

Material Damage. If In the event of any Material Damage to or destruction of the Property or any portion thereof prior to the Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice thereof to Seller on or before the Property is materially damaged expiration of ten (as defined in Section 18(d10) days after the date Seller delivers the Casualty Notice to Purchaser (or the Closing Date, if earlier)). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice termination of such damage or destruction (but in any event prior to the Closing), either (i) to this Agreement. If Purchaser does not so terminate this Agreement, in which case neither party then the parties shall have any further rights or obligations hereunder proceed under this Agreement and close on schedule (except with respect subject to rights and obligations herein which expressly survive termination extension of this AgreementClosing as provided above), and any money as of Closing (includinga) Seller shall assign to Purchaser, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights in and to any resulting insurance proceeds payable by reason due Seller as a result of such damage or destruction destruction, provided, however, if Seller’s insurance policy(ies) does(do) not permit such assignment, then Seller shall collect all such insurance proceeds, hold same in trust for Purchaser’s benefit and promptly remit such proceeds to Purchaser upon any receipt thereof, (b) Purchaser shall assume full responsibility for all needed repairs as a result of such casualty, and (c) Purchaser shall receive a credit at Closing (with the exception of any damage caused by earthquake) for any deductible amount under Seller’s any insurance policiespolicy covering the Property as well as any uninsured or underinsured loss. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which (1) in Purchaser’s failure within such five (5) Business Day period reasonable estimation, exceeds $50,000.00 to deliver a written notice electing repair or could take longer than 30 days to proceed under either clause (i) repair, or (ii2) above shall be deemed could cause any portion of the Property to be Purchaser’s election fail to proceed under clause (i) abovecomply with any Legal Requirement. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) above.6.2.2

Material Damage. If prior to before the Closing, Closing the Property is materially damaged (as defined in Section 18(d)17.4), Purchaser Buyer shall have the right, exercisable by giving written notice to Seller within five (5) fifteen Business Days after receiving written notice from Seller of such damage or destruction (but in any event prior to the Closing)destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), Buyer and Seller shall each be responsible for one-half of any escrow and title cancellation fees, the Deposit shall be refunded to Buyer, and any money (including, without limitation, the Deposit) or other funds and documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation feessame, or (ii) to accept the Interests and the Salisbury Land notwithstanding the damage to the Property, i.e., with the Property in its then then-current condition, without a reduction in the Purchase Price (except for a credit for an amount equal to the deductible under the insurance deductible)policy, and to proceed with the Closing Closing, in which event Seller shall cooperate with Owner and Buyer to receive an assignment have all proceeds paid to Owner and Buyer shall have the right to participate in any award discussions, negotiations and litigation. In such event, Seller shall provide to Buyer (a) continued access the Property in accordance with the Access Agreement, (b) copies of all of insurance policies and endorsements relating to the damaged Property, and (c) access to Seller’s rights risk management team and insurance brokers in order to any insurance proceeds payable by reason facilitate Buyer’s assessment of its ability to recover losses relating to such damage or destruction and a credit at Closing (with the exception of any damage caused by earthquake) for any deductible under Seller’s insurance policiesdamage. PurchaserBuyer’s failure within such five (5) fifteen Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be PurchaserBuyer’s election to proceed under clause (iii) above. If Purchaser elects Buyer elects, or is deemed to elect, to proceed under clause (ii) above, Seller shall not, and shall not permit Owner to, compromise, settle or adjust any claims to such proceeds without PurchaserBuyer’s prior written consent, which consent (not to may be unreasonably withheld, conditioned granted or delayed)withheld in Buyer’s sole and absolute discretion. Notwithstanding anything to the contrary herein, if If the event causing material damage occurs within five (5) fifteen Business Days prior to before the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser the Buyer to have five (5) fifteen Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) above. The provisions of this Section shall survive the Closing.

Material Damage. If In the event of any Material Damage to or destruction of the Property or any portion thereof prior to the Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice thereof to Seller on or before the Property is materially damaged expiration of ten (as defined in Section 18(d10) days after the date Seller delivers the Casualty Notice to Purchaser (or the Closing Date, if earlier)). Upon any such termination, the Exxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice termination of such damage or destruction (but in any event prior to the Closing), either (i) to this Agreement. If Purchaser does not so terminate this Agreement, in which case neither party then the parties shall have any further rights or obligations hereunder proceed under this Agreement and close on schedule (except with respect subject to rights and obligations herein which expressly survive termination extension of this AgreementClosing as provided above), and any money as of Closing (includinga) Seller shall assign to Purchaser, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights in and to any resulting insurance proceeds payable by reason due Seller as a result of such damage or destruction destruction, provided, however, if Seller’s insurance policy(ies) does(do) not permit such assignment, then Seller shall collect all such insurance proceeds, hold same in trust for Purchaser’s benefit and promptly remit such proceeds to Purchaser upon any receipt thereof, (b) Purchaser shall assume full responsibility for all needed repairs as a result of such casualty, and (c) Purchaser shall receive a credit at Closing (with the exception of any damage caused by earthquake) for any deductible amount under Seller’s any insurance policiespolicy covering the Property as well as any uninsured or underinsured loss. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which (1) in Purchaser’s failure within such five (5) Business Day period reasonable estimation, exceeds $50,000.00 to deliver a written notice electing repair or could take longer than 30 days to proceed under either clause (i) repair, or (ii2) above shall be deemed could cause any portion of the Property to be Purchaser’s election fail to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust comply with any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) aboveLegal Requirement.

Material Damage. If In the event of any Material Damage to or destruction of the Property or any portion thereof prior to the Closing, the Property is materially damaged (as defined in Section 18(d))either Seller or Buyer may, Purchaser shall have the rightat its option, exercisable terminate this Agreement by giving delivering written notice to the other on or before the expiration of thirty (30) days after the date Seller within five delivers the Casualty Notice to Buyer (5) Business Days after receiving written notice of and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such damage or destruction (but in election and to obtain insurance settlement agreements with Seller’s insurers). Upon any event prior such termination, the Xxxxxxx Money Deposit shall be returned to Buyer and the Closing), either (i) to terminate this Agreement, in which case neither party parties hereto shall have any no further rights or obligations hereunder (except with respect to rights and obligations herein which expressly hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Buyer so terminates this Agreement within said thirty (30) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and any money (includingas of Closing Seller shall assign to Buyer, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights in and to any resulting insurance proceeds payable by reason (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Buyer shall assume full responsibility for all needed repairs, and Buyer shall receive a credit at Closing (with the exception of any damage caused by earthquake) for any deductible amount under Seller’s such insurance policies. Purchaser’s failure within such five policies (5but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) Business Day period to deliver a written notice electing to proceed under either clause (i) the cost of repair or (iiB) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) abovethe Purchase Price and a pro rata share of the rental or business loss proceeds, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayedif any). Notwithstanding anything For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in such adjuster’s reasonable estimation, certified to the contrary hereinSeller and Buyer, if the event causing material damage occurs within five exceeds $500,000 to repair or which, in such adjuster’s reasonable estimation, certified to Seller and Buyer, will take longer than one hundred eighty (5180) Business Days prior days to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) aboverepair.

Material Damage. If In the event of any Material Damage to or destruction of the Property or any portion thereof prior to the Closing, the Property is materially damaged (as defined in Section 18(d))either Seller or Purchaser may, Purchaser shall have the rightat its option, exercisable terminate this Agreement by giving delivering written notice to the other on or before the expiration of thirty (30) days after the date Seller within five delivers the Casualty Notice to Purchaser (5and if necessary, the Closing Date shall be extended to give the parties the full thirty (30) Business Days after receiving written notice of day period to make such damage or destruction (but in election and to obtain insurance settlement agreements with Seller’s insurers). Upon any event prior to such termination, the Closing), either (i) to terminate this Agreement, in which case neither party parties hereto shall have any no further rights or obligations hereunder (except with respect to rights and obligations herein which expressly hereunder, other than those that by their terms survive the termination of this Agreement). If neither Seller nor Purchaser so terminates this Agreement within said thirty (30) day period, then the parties shall proceed under this Agreement and close on schedule, and any money (includingas of Closing, Seller shall assign to Purchaser, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights in and to any resulting insurance proceeds payable by reason due Seller as a result of such damage or destruction destruction, and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing (with the exception of any damage caused by earthquake) for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s insurance policies. Purchaserreasonable estimation, exceeds $500,000.00 to repair or which, in Seller’s failure within such five reasonable estimation, will take longer than ninety (590) Business Day period days to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) aboverepair.

Material Damage. If prior to In the Closing, the Property is materially damaged event of any Material Damage (as defined in Section 18(dbelow) --------------- to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by giving notice to the other on or before the expiration of thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and, if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to give such notice and to obtain insurance settlement agreements with Seller's insurers)). Upon any such termination, the Deposit shall be returned to Purchaser immediately and the parties hereto shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such damage or destruction (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any no further rights or obligations hereunder (except with respect to rights and obligations herein which expressly hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and any money (includingas of Closing Seller shall assign to Purchaser, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s 's rights in and to any resulting insurance proceeds payable by reason (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and provide a credit to Purchaser at Closing (with the exception of any damage caused by earthquake) for in an amount equal to any deductible payable under any applicable insurance policy and Purchaser shall assume full responsibility for all needed repairs. For the purposes of this Agreement, "Material Damage" or "Materially Damaged" means damage which, in Seller’s insurance policies's reasonable estimation, exceeds $100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair. Purchaser’s failure within such five (5) Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayediii). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) above.

Material Damage. If In the event of any Material Damage to or destruction of the Property or any portion thereof prior to the Closing, the Property is materially damaged (as defined in Section 18(d))either Seller or Purchaser may, Purchaser shall have the rightat its option, exercisable terminate this Agreement by giving delivering written notice to the other on or before the expiration of thirty (30) days after the date Seller within five delivers the Casualty Notice to Purchaser (5and if necessary, the Closing Date shall be extended to give the parties the full thirty (30) Business Days after receiving written notice of day period to make such damage or destruction (but in election and to obtain insurance settlement agreements with Seller’s insurers). Upon any event prior such termination, the Deposit shall be returned to Purchaser, and the Closing), either (i) to terminate this Agreement, in which case neither party parties hereto shall have any no further rights or obligations hereunder (except with respect to rights and obligations herein which expressly hereunder, other than those that by their terms survive the termination of this Agreement). If neither Seller nor Purchaser so terminates this Agreement within said thirty (30) day period, then the parties shall proceed under this Agreement and close on schedule, and any money (includingas of Closing, Seller shall assign to Purchaser, without limitationrepresentation or warranty by or recourse against Seller, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights in and to any resulting insurance proceeds payable by reason due Seller as a result of such damage or destruction destruction, and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing (with the exception of any damage caused by earthquake) for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or (B) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Seller’s insurance policies. Purchaserreasonable estimation, exceeds $500,000.00 to repair or which, in Seller’s failure within such five reasonable estimation, will take longer than ninety (590) Business Day period days to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) aboverepair.