Common use of Destruction of the Property Clause in Contracts

Destruction of the Property. In the event that all or any substantial portion of the Property shall be damaged or destroyed by fire or other casualty, or become subject to a condemnation or eminent domain action, after the full execution of this Agreement and before the Closing Date, Buyer may (i) delay the Closing by a period of ninety (90) days to assess the extent of the damage, destruction, or taking during that period, and, (ii) at Buyer’s option, either (a) terminate this Agreement by written notice thereof to Seller and receive an immediate refund of the Deposit, less the Fair Consideration, which shall be paid to Seller; or (b) proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall deliver to Buyer at the Closing, or as soon as received, any insurance or condemnation proceeds actually received by Seller attributable to the Property from such casualty or taking, shall assign to Buyer any right it may have to receive insurance or condemnation proceeds attributable to the Property from such casualty or taking, and there shall be no reduction in the Purchase Price other than a deduction equal to the amount of any deductible under the applicable insurance policies. For the purposes of this provision, a “substantial portion” of the Property shall be deemed to include any casualty loss or taking affecting a portion of the Property equal to or greater than 10% of the gross number of square feet contained in the buildings and other improvements that are situated on the Property. In the event that less than a substantial portion of the Property shall be damaged or destroyed by a fire or other casualty or subject to a condemnation or eminent domain action before the Closing Date or in the event the circumstances specified above in this Section 7.5 are applicable and Buyer fails to give Seller notice of termination, then the parties shall proceed to close this transaction, any proceeds actually received by Seller attributable to the Property from such casualty or taking shall be delivered or assigned to Buyer at Closing or as soon as available, and there shall be no reduction in the Purchase Price other than a deduction equal to the amount of the deductible under the applicable insurance policies.

Destruction of the Property. 28.1 In the event that all the Property is destroyed or damaged by fire, lightning or tempest, or any substantial portion of the Property shall other perils required to be damaged or destroyed by fire or other casualty, or become subject to a condemnation or eminent domain action, after insured against under the full execution provisions of this Agreement Lease, the Tenant shall immediately notify the Landlord in writing thereof and before it is hereby expressly agreed that if and whenever during the Closing DateTerm, Buyer may (i) delay then and in every such event: 28.1.1 If the Closing by a period of ninety (90) days to assess damage or destruction is such that the extent of Building is rendered wholly unfit for occupancy and the damage, in the reasonable opinion of the Landlord, notice of which is to be given to the Tenant within thirty (30) days of the occurrence of such damage or destruction: 28.1.1.1 cannot be repaired using commercial reasonable efforts within twelve (12) months from the occurrence of such damage or destruction, then, the Tenant or taking during that periodLandlord may, andwithin five (5) days following receipt of the aforementioned notice by the Landlord, (ii) at Buyer’s option, either (a) terminate this Agreement Lease by written notice thereof to Seller and receive an immediate refund of the Deposit, less the Fair Consideration, which shall be paid to Seller; or (b) proceed to close the transaction contemplated herein pursuant giving to the terms hereofother party in writing of such termination, in which event Seller event, this Lease shall deliver to Buyer at terminate as of the Closing, date of such destruction or as soon as received, any insurance or condemnation proceeds actually received by Seller attributable damage and the Rent and all other payments for which the Tenant is liable under the terms of this Lease shall be apportioned and paid in full to the Property from date of such casualty destruction or taking, shall assign to Buyer any right it may have to receive insurance or condemnation proceeds attributable to the Property from such casualty or taking, and there shall be no reduction in the Purchase Price other than a deduction equal to the amount of any deductible under the applicable insurance policies. For the purposes of this provision, a “substantial portion” of the Property shall be deemed to include any casualty loss or taking affecting a portion of the Property equal to or greater than 10% of the gross number of square feet contained in the buildings and other improvements that are situated on the Propertydamage. In the event that less than a substantial portion the either party does not so terminate this Lease, the Landlord shall, at its sole cost and expense, repair the Property with all reasonable diligence and the Rent shall ▇▇▇▇▇ from the date of the occurrence of the damage until the Property is returned to the state it was delivered to the Tenant in on the Commencement Date; or 28.1.1.2 can be repaired using commercially reasonable efforts within twelve (12) months of the occurrence of such damage or destruction, the Rent shall ▇▇▇▇▇ from the date of the occurrence of such damage until the Property is returned to the state it was delivered to the Tenant in on the Commencement Date and the Landlord shall, at its sole cost and expense, repair the damage with all reasonable diligence. 28.1.2 If the damage or destruction is such that the Building is rendered partially unfit for occupancy and the damage, in the reasonable opinion of the Landlord, notice of which is to be given to the Tenant within thirty (30) days of the occurrence of such damage or destruction: 28.1.2.1 cannot be repaired using commercial reasonable efforts within twelve (12) months from the occurrence of such damage or destruction, then, the Tenant or Landlord may, within five (5) days following receipt of the aforementioned notice by the Landlord, terminate this Lease by giving to the other party in writing of such termination, in which event, this Lease shall terminate as of the date of such destruction or damage and the Rent and all other payments for which the Tenant is liable under the terms of this Lease shall be damaged apportioned and paid in full to the date of such destruction or destroyed by a fire damage. In the event that the either party does not so terminate this Lease, the Landlord shall, at its sole cost and expense, repair the Property with all reasonable diligence and the Rent shall ▇▇▇▇▇ from the date of the occurrence of the damage until the Property is returned to the state it was delivered to the Tenant in on the Commencement Date; or 28.1.2.2 can be repaired using commercially reasonable efforts within twelve (12) months of the occurrence of such damage or destruction, the Rent shall ▇▇▇▇▇ from the date of the occurrence of such damage until the Property is returned to the state it was delivered to the Tenant in on the Commencement Date and the Landlord shall, at its sole cost and expense, repair the damage with all reasonable diligence. 28.2 Tenant shall be solely responsible, at its cost, to carry out all work required to fixture the Building for the purposes of operating its business therein. For greater certainty, the Landlord shall have no obligation to restore any Leasehold Improvements, Tenant-Specific Leaseholds, Tenant Equipment, trade fixtures, furnishings, equipment, or other casualty items installed by or subject to a condemnation or eminent domain action before on behalf of the Closing Date or in the event the circumstances specified above Tenant. 28.3 Nothing in this Section 7.5 are applicable and Buyer fails shall require the Landlord: (i) to give Seller notice rebuild the Building in the shape or condition which existed before any such damage or destruction so long as the Building as rebuilt will have reasonably similar facilities to those in the Building that existed prior to such damage or destruction, having regard, however, to the age of termination, then the parties shall proceed Building at such time;(ii) to close this transaction, undertake any repairs having a cost in excess of the insurance proceeds actually received by Seller attributable the Landlord with respect to such damage or destruction. 28.4 Notwithstanding any other provision of this Lease, if any damage to or destruction of the Building is caused directly or indirectly by the gross negligence or willful misconduct or Event of Default of the Tenant (either caused by the Tenant or its employees, agents, invitees, contractors, or anyone for whom the Tenant is legally responsible (including Permitted Licensees and Permitted Transferees)), then: (i) the Tenant shall not be entitled to any abatement of Rent or to any rights of termination that would otherwise apply in the case of damage and destruction; (ii) the Tenant shall be solely responsible, at its sole cost and expense, for the repair, restoration, and replacement of any affected portions of the Building, to the Property satisfaction of the Landlord and in accordance with applicable Laws and the terms of this Lease; and (iii) in the event that the Tenant is in default of its obligations to repair the Landlord shall have the right to carry out such repair or restoration work itself and recover all related costs from such casualty or taking the Tenant, as Additional Rent. The foregoing shall be delivered without prejudice to any other rights or assigned remedies the Landlord may have under this Lease or at law, including the right to Buyer at Closing or as soon as available, and there shall be no reduction in the Purchase Price other than a deduction equal to the amount claim damages. All obligations of the deductible Tenant under this Section shall survive the applicable insurance policiesexpiration or earlier termination of this Lease.