Common use of Damage Clause in Contracts

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repair.

Damage. If, prior Seller shall promptly give Purchaser written notice of any damage to the Closing DateProperty once received from Tenant, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite describing such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair whether such damage or destruction is covered by insurance, and return the property to its condition prior to estimated cost of repairing such damage. If such damage is not material or is material but Purchaser does not elect to terminate this Contract pursuant to this Section 9.2, then Seller shall be completely repaired prior credit to Purchaser the amount of any insurance proceeds paid to Seller plus the amount of any unpaid deductibles or assign to Purchaser Seller’s right to receive insurance proceeds together with a credit in the amount of any unpaid deductible and, at Purchaser’s option, Seller shall assign to Purchaser any existing agreements relating to the Closing Date then there shall be no reduction in restoration of the Purchase Price and Seller shall retain the proceeds of all insurance related to such damageProperty. If such damage shall not be completely repaired prior is material, Purchaser may elect by notice to Seller given within 10 days after Purchaser is notified of such damage (and the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled extended, if necessary, to receive the proceeds of all insurance related give Purchaser such 10-day period to respond to such notice) to proceed in the same manner as in the case of damage after repair that is completed; providednot material or to terminate this Contract, howeverin which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser. Damage as to any one or multiple occurrences is material if such damage would permit a Tenant to terminate, Buyer shall have or ▇▇▇▇▇ rent under, its Lease, adversely affect the right to delay access or future use of the Closing Date until repair is completed. If Seller shall fail to diligently proceed Property or the cost to repair such damage then Buyer shall have the right to require a closing to occur and damage, as reasonably estimated by Purchaser, plus lost rent after Closing resulting from the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repairdamage, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost exceeds $75,000.00 or more to repair50,000.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially Improvements are damaged by fire, earthquake, fire or other casualty, the elements or any other cause, Seller shall immediately promptly give notice to Buyer Purchaser of such fact and fact. If any part of the Closing Date shall be immediately postponed for thirty daysImprovements are substantially damaged, and at Buyer’s Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller’s notice's initial notice to Purchaser), this Agreement shall terminate. In the event of any such termination of this Agreement, in which event neither party will have any further obligations under this AgreementAgreement (other than the obligations of the parties that, by the express terms hereof, survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser. If Buyer Purchaser fails to elect to terminate (in such thirty days the manner provided in this Section 12) despite such damage, or if the Property is Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the property Improvements to its substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, Buyer that Purchaser shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this SectionSection 12, the words, “words "substantially damaged” " mean damage that would cost $75,000.00 500,000 or more to repairrepair or damage that would entitle the Tenant to terminate the Lease.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged by fire, earthquake, casualty, the elements elements, or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s 's option (to be exercised within thirty (30) days after of Seller’s 's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement, and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate in such thirty days despite such damage, or if the Real Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If if such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completedcompleted without cost to Buyer. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing the Closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s 's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “words "substantially damaged” " mean damage that would cost $75,000.00 25,000 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty (30) days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite such damage, or if the Real Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, words “substantially damaged” mean damage that would cost One Hundred Thousand and No/100 Dollars ($75,000.00 100,000.00) or more to repair.

Damage. If, If the improvements at any Project on which closing has not occurred are damaged by fire or other casualty prior to closing on such Project, then the Closing Date, all or any part following provisions shall apply. Seller shall promptly notify Buyer of the Property occurrence of the fire or other casualty. If the cost of restoring the damage, as reasonably estimated by the contractor selected by Seller to perform the restoration, is substantially damaged by fireless than $15,000,000, earthquakethen, casualtyunless the Lender then holding the Loan on the Project requires that the insurance proceeds be applied to the Loan and Seller does not elect to provide its own funds for such purpose (provided, however, that if the elements or any other causeamount of insurance proceeds applied to the Loan exceeds $500,000, Seller may not make such election without Buyer's written consent), Seller shall immediately give notice proceed to Buyer of such fact restore the Project at Seller's expense and closing on the Project shall occur as scheduled hereunder. If the Lender holding the Loan applies the insurance proceeds to the Loan and the Closing Date shall be immediately postponed Seller does not elect to provide its own funds for thirty dayssuch purpose, or, if the insurance proceeds so applied exceed $500,000 and at Buyer’s option (to be exercised Buyer does not approve of Seller providing its own funds for such purpose within thirty 15 days after a request therefor from Seller’s notice), this Agreement then Seller shall terminate, in which event neither party will have any further obligations under terminate this Agreement. If restoration cannot be completed within 120 days after the closing date set forth herein, as reasonably estimated by the contractor selected by Seller to perform the restoration, Buyer fails may terminate this Agreement by giving written notice to elect to terminate in Seller within 30 days after Seller notifies Buyer of such thirty days despite such damage, or if casualty and of the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction estimated time and return the property to its condition prior to such damagecost of restoration. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repairrestoring the damage is $15,000,000.00 or more, as reasonably estimated by the contractor selected by Seller to perform the restoration, either Seller or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of may terminate this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repairAgreement.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, earthquake, fire casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s 's option (to be exercised within thirty days after Seller’s 's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this AgreementAgreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate in such thirty days despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed, or escrow one hundred and ten (110%) percent of the estimated cost to complete the repairs from the Seller's proceeds and close the transaction. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s 's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “words "substantially damaged” " mean damage that would cost Fifty Thousand and No/100 ($75,000.00 50,000.00) Dollars or more to repair.

Damage. If, prior Seller shall promptly give Purchaser written notice of any damage to the Closing DateProperty, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite describing such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair whether such damage or destruction is covered by insurance and return the property to its condition prior to estimated cost of repairing such damage. If such damage shall be completely repaired is not material, then (1) Seller shall, to the extent possible, begin repairs prior to the Closing Date then there out of any insurance proceeds received by Seller for the damage, (2) at Closing Purchaser shall receive all insurance proceeds not applied to the repair of any such Property prior to the Closing (including rent loss insurance applicable to any period from and after the Closing Date) due to Seller for the damage, (3) any uninsured damage or deductible (including rent abatement not covered by rent loss insurance), as reasonably estimated by Purchaser, shall be no reduction in credited to Purchaser at Closing, and (4) Purchaser shall assume the Purchase Price and Seller shall retain responsibility for the proceeds of all insurance related to such damagerepair after the Closing. If such damage shall not be completely repaired prior is material, Purchaser may elect by notice to Seller given within 14 days after Purchaser is notified of such damage (and the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled extended, if necessary, to receive the proceeds of all insurance related give Purchaser such 14 day period to respond to such notice) to proceed in the same manner as in the case of damage after repair that is completed; providednot material or terminate this Agreement, however, Buyer in which event the Earn▇▇▇ ▇▇▇ey shall have be immediately returned to Purchaser. Damage as to any one or multiple occurrences is material if the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed cost to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced damage, as reasonably estimated by Purchaser, plus the cost of such repairrent abatement after Closing resulting from the damage, exceeds $500,000 or at Buyer’s optionentitles tenants whose Leases cover, in the Seller shall assign aggregate, in excess of 20,000 rentable square feet to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repairterminate their Leases.

Damage. IfAll risk of loss with respect to the Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, provided that such damage is known to Seller. If such damage is not material, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing Dateout of any insurance proceeds received by Seller for the damage, all and shall transfer and assign any remaining insurance proceeds or any part of rights thereto to Purchaser at the Property Closing. If such damage is substantially damaged material, Purchaser may elect (in its sole discretion) by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer Seller given within ten (10) days after Purchaser is notified of such fact damage (and the Closing Date shall be immediately postponed for thirty daysextended, and at Buyer’s option if necessary, to give Purchaser such ten (10) day period to be exercised within thirty days after Seller’s respond to such notice), ) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement shall terminateAgreement, in which event neither party will have the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. Damage as to any further obligations under this Agreement. If Buyer fails one or multiple occurrences is material if the cost to elect to terminate in such thirty days despite such repair the damage, or as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the Property is damaged but not substantiallywork), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds $100,000. An affiliate of Seller shall promptly commence to repair such damage or destruction and return may be engaged as Seller’s contractor, provided Seller discloses the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost relationship of such repair, or at Buyer’s option, the Seller shall assign affiliate to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repairPurchaser.

Damage. IfAll risk of loss with respect to the Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, provided that such damage is known to Seller. If such damage is not material, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing Dateout of any insurance proceeds received by Seller for the damage, all and shall transfer and assign any remaining insurance proceeds or any part of rights thereto to Purchaser at the Property Closing. If such damage is substantially damaged material, Purchaser may elect (in its sole discretion) by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer Seller given within ten (10) days after Purchaser is notified of such fact damage (and the Closing Date shall be immediately postponed for thirty daysextended, and at Buyer’s option if necessary, to give Purchaser such ten (10) day period to be exercised within thirty days after Seller’s respond to such notice), ) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement shall terminateAgreement, in which event neither party will have the E▇▇▇▇▇▇ Money shall be returned to Purchaser. Damage as to any further obligations under this Agreement. If Buyer fails one or multiple occurrences is material if the cost to elect to terminate in such thirty days despite such repair the damage, or as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the Property is damaged but not substantiallywork), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds $100,000. An affiliate of Seller shall promptly commence to repair such damage or destruction and return may be engaged as Seller’s contractor, provided Seller discloses the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost relationship of such repair, or at Buyer’s option, the Seller shall assign affiliate to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repairPurchaser.

Damage. If, prior In the event of any material damage to or destruction of the Closing Date, all Improvements or any part of the Property is substantially damaged portion thereof, Purchaser may, at its option by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer Seller given within five (5) days after Seller notifies Purchaser of such fact and damage or destruction (and, if necessary, the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option extended to give Purchaser the full five (5) day period to be exercised within thirty days after Seller’s noticemake such election), either (i) terminate this Agreement shall terminateAgreement, in which event neither party will have any further obligations or (ii) proceed under this Agreement. If Buyer fails , receive any insurance proceeds (including assignable rent loss insurance, if any, applicable to elect to terminate in such thirty days despite such damage, or if any period on and after the Property is damaged but not substantially, Closing Date) due Seller shall promptly commence to repair as a result of such damage or destruction and return the property to its condition prior to assume responsibility for such damagerepair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under applicable liability insurance policies. If such damage shall be completely repaired prior to Purchaser elects (ii) above, Purchaser may extend the Closing Date then there shall be no reduction for up to an additional five (5) period in the Purchase Price which to obtain insurance settlement agreements with Seller’s insurers, and Seller shall retain will reasonably cooperate with Purchaser in obtaining the insurance proceeds of all insurance related to and such damageagreements from Seller’s insurers. If such damage the Improvements are not materially damaged, then Purchaser shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing Date until in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects not to commence or complete such repairs, credit Purchaser at Closing for the reasonable cost to complete the repair is completed(exclusive of insurance proceeds paid or to be paid). If Seller shall fail For the purposes of this Agreement, “material damage” and “materially damaged” means damage estimated to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and cost five percent (5%) or more of the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer Purchaser of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s Purchaser's option (to be exercised within thirty prior to the earlier of the Closing Date or fifteen (15) days after Seller’s notice's notice to Purchaser), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement, except for those obligations which expressly survive the termination of this Agreement, and the Deposit shall be refunded to Purchaser. If Buyer Purchaser fails to timely elect to terminate in such thirty days despite such substantial damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related assign to such damage. If such damage shall not be completely repaired prior to Purchaser at the Closing Date but Seller is diligently proceeding all of Seller's right, title and interest in and to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If (except that Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur not sign, and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive retain, the proceeds of all any rent loss insurance relating to the period prior to Closing or, if Purchaser closes early, to any period prior to the date that the tenant under the Tenant Lease is required to pay Annual Basic Rent thereunder), along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage and the Purchase Price shall remain the samedamage. For purposes of this Section, the words, “words "substantially damaged” " mean damage that would cost Five Hundred Thousand and No/100ths Dollars ($75,000.00 500,000.00) or more to repair, or which would adversely affect the Loan Commitment referenced in Section 3.2 hereof.

Damage. If, prior Seller shall promptly give Purchaser written notice of any damage to the Closing DateProperty, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite describing such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair whether such damage or destruction is covered by insurance, and return the property to its condition prior to estimated cost of repairing such damage. If such damage shall be completely repaired is not material, then Seller shall, to the extent possible, begin repairs prior to the Closing Date then there shall be no reduction in (to restore the Purchase Price and Seller shall retain Property to the proceeds of all insurance related condition that existed prior to such damagedamage and as required by the Leases) and at Closing, Purchaser shall receive a credit for the cost to restore the un-repaired portion, as reasonably estimated by a third party consultant reasonably acceptable to Seller and Purchaser. If such damage shall not be completely repaired prior to is material or results in the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete Tenant under any Lease covering more than 200,000 square feet of the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have Property having the right to delay terminate its Lease (and such Tenant fails to waive such right) or damages more than 100,000 square feet of the vacant space in the Improvements, Purchaser may elect by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and the Closing Date until repair shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to proceed in the same manner as in the case of damage that is completednot material or to terminate this Contract, in which event the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser. If Following the expiration of the Inspection Period, Seller shall fail consult with Purchaser with respect to diligently proceed any repairs to the Property that will not be fully completed prior to Closing. Damage as to any one or multiple occurrences is material if the cost to repair such damage then Buyer shall have the right damage, as reasonably estimated by Purchaser, exceeds $500,000.00 as to require a closing to occur and any one building comprising the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repairImprovements.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged by fire, earthquake, casualty, the elements elements, or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty daysand, and at either Buyer’s option or Seller’s option (to be exercised within thirty 30 days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this AgreementAgreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails both parties fail to elect to terminate in such thirty days despite such damagedamages, or if the Real Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; , provided, however, that Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail fails to diligently proceed to repair such damage then Buyer shall have the right to require a closing Closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, words “substantially damaged” mean damage that would cost $75,000.00 100,000.00 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is Improvements are substantially damaged by fire, earthquake, fire or other casualty, the elements or any other cause, Seller shall immediately promptly give notice to Buyer Purchaser of such fact and the Closing Date shall be immediately postponed for thirty daysfact. Thereafter, and at Buyer’s Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller’s notice's initial notice to Purchaser), this Agreement shall terminate. In the event of any such termination of this Agreement, in which event neither party will have any further obligations under this AgreementAgreement (other than the obligations set forth in Sections 3(b), 14 and 15 hereof, which obligations shall survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period, and Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Buyer Purchaser fails to elect to terminate (in such thirty days the manner provided in this Section 12) despite such damage, or if the Property is Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the property Improvements to its substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, Buyer that Purchaser shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this SectionSection 12, the words, “words "substantially damaged” " mean damage that would cost $75,000.00 250,000 or more to repair, as reasonably determined by Seller.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially Improvements are damaged by fire, earthquake, fire or other casualty, the elements or any other cause, Seller shall immediately promptly give notice to Buyer Purchaser of such fact and fact. If any part of the Closing Date shall be immediately postponed for thirty daysImprovements are substantially damaged, and at Buyer’s Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller’s notice's initial notice to Purchaser), this Agreement shall terminate. In the event of any such termination of this Agreement, in which event neither party will have any further obligations under this AgreementAgreement (other than the obligations of the parties that, by the express terms hereof, survive any such termination), and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser. If Buyer Purchaser fails to elect to terminate (in such thirty days the manner provided in this Section 12) despite such damage, or if the Property is Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the property Improvements to its substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, Buyer that Purchaser shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this SectionSection 12, the words, “words "substantially damaged” " mean damage that would cost $75,000.00 750,000 or more to repairrepair or damage that would entitle the Tenant to terminate the Lease.

Damage. If, prior to the Closing Date, all or any part of the Subject Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty daysand, and at Buyer’s 's option (to be exercised within thirty ten days after Seller’s 's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this AgreementAgreement and any deposits in Escrow made by Buyer, together with any interest accrued thereon, shall be refunded to Buyer. If Buyer fails to elect to terminate in such thirty days despite such damage, or if the Subject Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price purchase price and Seller shall retain assign to Buyer the proceeds of all insurance related to such damage; provided, however, Seller shall have the option to repair such damage or destruction at Seller's expense and receive the proceeds of all insurance related to such damage. If Seller makes such election but such damage shall is not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “words "substantially damaged” " mean damage that would cost $75,000.00 250,000 or more to repair.

Damage. If, prior to Settlement, a Portfolio Property is destroyed or damaged to any material extent, then Purchaser shall have the Closing option, which must be exercised by it on the earlier of ten (10) days after such damage or destruction or the Settlement Date, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), a) terminate this Agreement shall terminatewith respect to such Portfolio Property by giving written notice thereof to Seller before Settlement, in which event neither party will have any further obligations under this Agreementthe Deposit allocated to such Portfolio Property, together with all interest accrued thereon, shall be paid to Purchaser, or (b) proceed with the Settlement. If Buyer fails Purchaser elects to elect to terminate in such thirty days despite such damageproceed with the Settlement then the Settlement shall proceed, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no without any reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior subject to the Closing Date other provisions hereof, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Purchaser shall be entitled to receive the proceeds of any and all insurance related proceeds previously paid to Seller as a result of such damage after repair is completed; provided, however, Buyer shall have (plus a credit against the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a closing to occur and cash portion of the Purchase Price (and specifically for the cash portion payable at amount of any deductible maintained by Seller with respect to such policy) and, to the Closing Date) shall extent the same may be reduced by the cost of such repairnecessary or appropriate, or at Buyer’s option, the Seller shall assign to Buyer Purchaser, at Settlement, all right to receive the proceeds of all insurance related Seller’s rights to such damage and proceeds. If, prior to Settlement, a Portfolio Property is destroyed or damaged, but not to a material extent, then the Settlement shall proceed without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall remain be entitled to any and all insurance proceeds payable to Seller as a result of such damages and destruction (plus a credit against the samecash portion of the Purchase Price for the amount of any deductible maintained by Seller with respect to such policy), as set forth above. For purposes Damages to or destruction of this Sectiona Portfolio Property shall be deemed not material if (a) the Portfolio Property can be repaired or replaced for a cost not to exceed five percent (5%) of the allocated Schedule 1 Purchase Price for such Portfolio Property, and (b) the words, “substantially damaged” mean damage that would cost $75,000.00 number of rental apartment units damaged or more to repairdestroyed is less than five percent (5%) of the total number of units at such Portfolio Property.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements elements, or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty 30 days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this AgreementAgreement and the ▇▇▇▇▇▇▇ Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate in such thirty days despite such damagedamages, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; , provided, however, that Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail fails to diligently proceed to repair such damage then Buyer shall have the right to require a closing Closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, words “substantially damaged” mean damage that would cost $75,000.00 25,000.00 or more to repair.

Damage. If, prior Seller shall promptly give Purchaser written notice of any damage to the Closing DateProperty, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer of such fact and the Closing Date shall be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty days after Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite describing such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair whether such damage or destruction is covered by insurance and return the property to its condition prior to estimated cost of repairing such damage. If such damage shall be completely repaired is not material, then (1) Seller shall, to the extent possible, begin repairs prior to the Closing Date then there using any insurance proceeds received by Seller for the damage, (2) at Closing Purchaser shall receive all insurance proceeds not applied to the repair of any such Property prior to the Closing (including rent loss insurance applicable to any period from and after the Closing Date) due to Seller for the damage, (3) any uninsured damage or deductible (including rent abatement not covered by rent loss insurance), as reasonably estimated by Purchaser, shall be no reduction in credited to Purchaser at Closing, and (4) Purchaser shall assume the Purchase Price and Seller shall retain responsibility for the proceeds of all insurance related to such damagerepair after the Closing. If such damage shall not be completely repaired prior is material, Purchaser may elect by notice to Seller given within 14 days after Purchaser is notified of such damage (and the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled extended, if necessary, to receive the proceeds of all insurance related give Purchaser such 14 day period to respond to such notice) to proceed in the same manner as in the case of damage after repair that is completed; providednot material or terminate this Agreement, however, Buyer in which event the Earn▇▇▇ ▇▇▇ey shall have be immediately returned to Purchaser. Damage as to any one or multiple occurrences is material if the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed cost to repair such damage then Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced damage, as reasonably estimated by Purchaser, plus the cost of such repairrent abatement after Closing resulting from the damage, exceeds $50,000 or at Buyer’s optionentitles tenants whose Leases cover, in the Seller shall assign aggregate, in excess of 15% of the rentable square feet of the Property to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section, the words, “substantially damaged” mean damage that would cost $75,000.00 or more to repairterminate their Leases.