Common use of Damage or Destruction to Project Clause in Contracts

Damage or Destruction to Project. In the event of any damage to or destruction of the Project prior to the Closing, Seller shall promptly notify Purchaser thereof. If the cost to repair the damage (as reasonably determined by an architect or contractor retained by Seller) is Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) or less, or if Purchaser has the right to terminate this Agreement as set forth below in this Section 13 but does not exercise such right, or if any Tenant has the right to terminate the Leases and provides written notice waiving such right, then the Closing shall nevertheless occur as otherwise provided for in this Agreement, except that Purchaser shall be entitled to receive an amount equal to the deductible under Seller’s insurance policy and an assignment of Seller’s rights to all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to this Agreement (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, at Closing, Seller shall assign to Purchaser all proceeds of any rent loss insurance for the period of time commencing on the date of Closing, if any. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments in order that Purchaser receive all of Seller’s right, title, and interest in and under said insurance proceeds. In no event shall Seller have any obligation to repair such damage or destruction. If the cost to repair such damage (as determined above) exceeds Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) or if any Tenant having the right to terminate such Tenant’s Lease and does not provide written notice waiving such right, then within ten (10) business days after receipt of Seller’s notice of such occurrence, Purchaser shall deliver written notice to Seller, electing either: (a) to proceed with this transaction and Closing in accordance with this Agreement, notwithstanding such damage or destruction; or (b) to terminate this Agreement and obtain a refund of the ▇▇▇▇▇▇▇ Money. Purchaser’s failure to deliver either of such notices to Seller within such ten (10) business day period shall constitute Purchaser’s election to terminate this Agreement and obtain a refund of the ▇▇▇▇▇▇▇ Money and any interest accrued thereon.

Damage or Destruction to Project. Tenant shall give prompt written notice to Landlord and each Leasehold Mortgagee after the occurrence of any fire, earthquake, act of God or other casualty to or in connection with the Project and the Project or any portion thereof (each, a “Casualty”). In the event of any damage Casualty, Tenant, promptly and with all due diligence, may apply for all applicable insurance proceeds recoverable with respect to or destruction of the Project prior such Casualty. All insurance proceeds received with respect to the Closing, Seller shall promptly notify Purchaser thereof. If the cost to repair the damage (as reasonably determined by an architect or contractor retained by Seller) is Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) or less, or if Purchaser has the right to terminate this Agreement as set forth below in this Section 13 but does not exercise such right, or if any Tenant has the right to terminate the Leases and provides written notice waiving such right, then the Closing shall nevertheless occur as otherwise provided for in this Agreement, except that Purchaser Casualty shall be entitled to receive an amount equal to the deductible under Seller’s insurance policy and an assignment of Seller’s rights to all insurance proceeds paid or payable to Seller by reason of such destruction or damage under the insurance required to be maintained by Seller pursuant to this Agreement (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, at Closing, Seller shall assign to Purchaser all proceeds of any rent loss insurance for the period of time commencing on the date of Closing, if any. If the amount of said casualty or rent loss insurance proceeds is not settled held by the date of Closing, Seller most-senior Leasehold Mortgagee and the most-senior Leasehold Mortgagee shall execute at Closing all proofs of loss, assignments of claim, hold and other similar instruments distribute the same in order that Purchaser receive all of Seller’s right, title, and interest in and under said insurance proceeds. In no event shall Seller have any obligation to repair such damage or destruction. If the cost to repair such damage (as determined above) exceeds Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) or if any Tenant having the right to terminate such Tenant’s accordance with this PILOT Lease and does not provide written notice waiving such right, then within ten (10) business days after receipt of Seller’s notice of such occurrence, Purchaser shall deliver written notice to Seller, electing eitherthe relevant Leasehold Mortgage. Tenant and Landlord hereby agree that: (a) all Leasehold Mortgagees shall be allowed to proceed with this transaction and Closing participate in accordance with this Agreementthe insurer’s adjustment of losses, notwithstanding such damage or destruction; or (b) Landlord will receive no insurance proceeds until the Project is restored and all Leasehold Mortgagees have been repaid in full, and (b) all insurance proceeds remaining after restoration is completed shall be paid to Tenant and the most- senior Leasehold Mortgagee pursuant to the applicable loan documents. If during the Term of this Lease, the Project shall be damaged or destroyed by Casualty, Tenant may repair or restore the Project so long as it is lawful, and all Leasehold Mortgagees agree that it is feasible to do so, and adequate insurance proceeds are made available to Tenant to complete such repairs and restoration. In the event that it is not lawful or feasible to restore the Project to substantially the same condition in which they existed prior to the occurrence of such Casualty, and provided that all Leasehold Mortgages are repaid in full and all Leasehold Mortgagees consent in writing to the termination of this Lease, then Tenant may terminate this Agreement PILOT Lease (as to the entire Project and obtain a refund the Project or only to the portion of the ▇▇▇▇▇▇▇ Money. Purchaser’s failure Project and the Project affected by such Casualty) by notice to deliver either Landlord, such termination to be effective as of a date that is not less than thirty (30) calendar days after the date of such notices notice to Seller within such ten (10) business day period Landlord. If Tenant terminates this PILOT Lease pursuant to this Section, Landlord shall constitute Purchaser’s election to terminate this Agreement and obtain a refund transfer title of the ▇▇▇▇▇▇▇ Money Project and the Project (or such portion thereof covered by the termination) to Tenant immediately and Tenant shall lose the benefit of the PILOT as to the property conveyed. In the event that this PILOT Lease is terminated pursuant to this Section 15.1, the insurance proceeds received as the result of such Casualty shall be distributed as follows; (a) first, to the holders of any interest accrued thereonleasehold Mortgage in their order of priority, to the extent of any indebtedness then owed the Leasehold Mortgagee and (b) second, the balance, if any, shall be assigned or paid over to Tenant.