Common use of Material Casualty Clause in Contracts

Material Casualty. The absence of any material damage by casualty to the Improvements which has not been repaired by the Closing Date. For the purposes hereof, a "MATERIAL DAMAGE BY CASUALTY" shall be deemed any damage by fire or other casualty which has not been repaired and paid for by the Closing Date and for which the estimated cost of the remaining repairs exceeds Fifty Thousand Dollars ($50,000). If the Improvements suffer any material damage by casualty Purchaser shall have the right and option to terminate this Agreement within fifteen (15) days after the date Purchaser is notified of the casualty in writing or by the Closing Date, whichever first occurs. Seller shall also have the right to cancel this Agreement if such material damage by casualty is not covered by existing insurance policies held by Seller, unless Purchaser is willing to reduce the purchase price by the amount estimated to be necessary to pay the labor and material costs to restore the damage. If Purchaser does not elect to terminate this Agreement by the Closing Date as a result of any material casualty damage, this transaction shall close without increase or decrease in the purchase price, and Seller shall assign to Purchaser all insurance proceeds which are paid because of the casualty. If the estimated cost to repair any damage by casualty as of the Closing Date is less than Fifty Thousand Dollars ($50,000), Purchaser shall not have the right to terminate this Agreement because of such casualty and Seller shall assign to Purchaser all insurance proceeds that are paid because of the casualty, as stated above. All repair cost estimates referred to in this paragraph shall be made by reference to a fixed price construction contract which Seller shall obtain as promptly as is reasonably possible after the date of the casualty.

Material Casualty. The absence of any material damage by casualty to the Improvements which Property that has not been repaired by the Closing Date. For the purposes hereof, a "MATERIAL DAMAGE BY CASUALTY" shall be deemed “material damage by casualty” means any damage by fire or other casualty which that has not been repaired and paid for by the Closing Date and for which the estimated cost of the remaining repairs exceeds Fifty Thousand Dollars ($50,000)10,000. If the Improvements suffer Property suffers any material damage by casualty casualty, Purchaser shall have has the right and option to terminate this Agreement within fifteen (15) 30 days after the date Purchaser is notified of the casualty in writing or by the Closing Date, whichever first occursoccurs first. Seller shall will also have the right to cancel this Agreement if such the material damage by casualty is not fully covered by existing Seller’s insurance policies held by Seller, unless Purchaser is willing to reduce the purchase price by the amount estimated to be necessary to pay the labor and material costs to restore the damagepolicy. If Seller and Purchaser does do not elect to terminate this Agreement by the Closing Date as a result of any material casualty damageAgreement, this transaction shall will close without increase or decrease in the purchase price, Seller must proceed to effect any repairs that are reasonably possible prior to closing unless otherwise agreed to in writing by Purchaser, and Seller shall assign Purchaser is entitled to Purchaser all insurance proceeds which that are paid because not used to pay the costs of those repairs. Seller must also credit against the purchase price the amount of any deductible or self-insurance applicable to the casualty. If the estimated cost to repair any damage by casualty as of the Closing Date is less than Fifty Thousand Dollars ($50,000)10,000, Purchaser shall does not have the right to terminate this Agreement because of such that casualty and Purchaser will be given a credit against the purchase price in the amount of the estimated cost to repair the damage, whereupon Seller shall assign will be entitled to Purchaser retain the right to all insurance proceeds that are would otherwise be paid because of to Purchaser on the casualty, as stated aboveClosing Date. All repair cost estimates referred to in this paragraph shall section will be made by reference to a fixed fixed-price construction contract contract, which Seller shall must obtain as promptly as is reasonably possible after the date of the casualty. If the contract price cannot be ascertained as of the Closing Date, Purchaser may waive its election to take a purchase price credit or must deposit with the Escrow Agent on the Closing an amount of the purchase price reasonably agreed to by the parties as a reasonable estimate of the credit, whereupon the actual estimate of the repairs will be ascertained by the means described above as soon as practicable. When the actual estimate is so determined, Purchaser will be given a credit against the purchase price in that amount, and the estimated amount deposited with the Escrow Agent will be paid to Purchaser to the extent of the actual estimate and any remainder paid to Seller. If the actual estimated repair costs exceed the escrowed amount, Seller will pay the difference to Purchaser.

Material Casualty. The absence of any material damage by casualty to the Improvements which that has not been repaired by the Closing Date. For the purposes hereof, a "MATERIAL DAMAGE BY CASUALTY" shall be deemed “material damage by casualty” means any damage by fire or other casualty which that has not been repaired and paid for by the Closing Date and for which the estimated cost of the remaining repairs exceeds Fifty Thousand Dollars ($50,000)250,000. If the Improvements suffer any material damage by casualty casualty, Purchaser shall have has the right and option to terminate this Agreement within fifteen (15) 30 days after the date Purchaser is notified of the casualty in writing or by the Closing Date, whichever first occursoccurs first. Seller shall will also have the right to cancel this Agreement if such the material damage by casualty is not fully covered by existing Seller’s insurance policies held by Seller, unless Purchaser is willing to reduce the purchase price by the amount estimated to be necessary to pay the labor and material costs to restore the damagepolicy. If Seller and Purchaser does do not elect to terminate this Agreement by the Closing Date as a result of any material casualty damageAgreement, this transaction shall will close without increase or decrease in the purchase price, Seller must proceed to effect any repairs that are reasonably possible prior to closing unless otherwise agreed to in writing by Purchaser, and Seller shall assign Purchaser is entitled to Purchaser all insurance proceeds which that are paid because not used to pay the costs of those repairs. Seller must also credit against the purchase price the amount of any deductible or self-insurance applicable to the casualty. If the estimated cost to repair any damage by casualty as of the Closing Date is less than Fifty Thousand Dollars ($50,000)250,000, Purchaser shall does not have the right to terminate this Agreement because of such that casualty and Purchaser will be given a credit against the purchase price in the amount of the estimated cost to repair the damage, whereupon Seller shall assign will be entitled to Purchaser retain the right to all insurance proceeds that are would otherwise be paid because of to Purchaser on the casualty, as stated aboveClosing Date. All repair cost estimates referred to in this paragraph shall section will be made by reference to a fixed fixed-price construction contract contract, which Seller shall must obtain as promptly as is reasonably possible after the date of the casualty. If the contract price cannot be ascertained as of the Closing Date, Purchaser may waive its election to take a purchase price credit or must deposit with the Escrow Agent on the Closing an amount of the purchase price reasonably agreed to by the parties as a reasonable estimate of the credit, whereupon the actual estimate of the repairs will be ascertained by the means described above as soon as practicable. When the actual estimate is so determined, Purchaser will be given a credit against the purchase price in that amount, and the estimated amount deposited with the Escrow Agent will be paid to Purchaser to the extent of the actual estimate and any remainder paid to Seller. If the actual estimated repair costs exceed the escrowed amount, Seller will pay the difference to Purchaser.

Material Casualty. The absence of any material damage If, before Closing, the Property is damaged by casualty to the Improvements which has not been repaired by the Closing Date. For the purposes hereof, a "MATERIAL DAMAGE BY CASUALTY" shall be deemed any damage by an insured fire or other casualty which has that (i) would cost $750,000.00 or more to repair or (ii) is not been repaired covered by Seller’s insurance and paid for by Seller is unwilling to agree to provide a credit against the Closing Date and for which Sales Price in the estimated amount of the cost of the remaining repairs exceeds Fifty Thousand Dollars such damage at Closing ($50,000a "Major Casualty"). If the Improvements suffer any material damage by casualty , then Purchaser shall have the right and option may, at its option, elect to terminate this Agreement Contract by written notice to Seller within fifteen twenty (1520) days after the date of Seller's notice to Purchaser is notified of the casualty casualty, in writing which case the ▇▇▇▇▇▇▇ Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or by obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing DateDate shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, whichever first occurs. Seller shall also have at the right to cancel this Agreement if such material damage by casualty is not covered by existing insurance policies held by election of Seller, unless Purchaser is willing the Closing Date of this Contract will be extended to reduce the purchase price by the amount estimated to be necessary to pay the labor and material costs to restore the damagesame Closing Date of such extended Parallel Agreement. If Purchaser does not elect timely make its election to terminate this Agreement by Contract pursuant to this Section 17(a), then the Closing Date shall take place as a result provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of any material casualty damage, this transaction shall close without increase or decrease in the purchase priceinsurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds which are paid because that may be payable to Seller on account of the casualty. If occurrence (with its insurer’s Purchase and Sale Agreement 15233094_2 21 consent written thereto), including the estimated cost proceeds of any business interruption or loss of rental insurance payable with respect to repair any damage by casualty as of periods after the Closing Date is less than Fifty Thousand Dollars ($50,000), Date. In the event Purchaser shall not have the right elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement because as a result of fire or casualty as provided in such casualty Parallel Agreement, Seller will have the option to terminate this Contract and Seller shall assign upon such termination, the ▇▇▇▇▇▇▇ Money (other than the Nonrefundable Deposit which will be paid to Seller) will be refunded to Purchaser all insurance proceeds that are paid because of the casualtyand neither party will have any further rights or obligations pursuant to this Contract, other than as stated above. All repair cost estimates referred set forth herein with respect to in this paragraph shall be made by reference to a fixed price construction contract rights or obligations which Seller shall obtain as promptly as is reasonably possible after the date of the casualtysurvive termination.

Material Casualty. The absence of If any material damage Hotel is affected by casualty to the Improvements which has not been repaired by a Casualty before the Closing Date. For (the purposes hereof“Damaged Hotel”), a "MATERIAL DAMAGE BY CASUALTY" shall be deemed any damage by fire the amount required to repair or other casualty which has not been repaired and paid restore the Property for by the Closing Date and for which the estimated cost Damaged Hotel equals or exceeds twenty percent (20%) of the remaining repairs exceeds Fifty Thousand Dollars allocation of the Purchase Price for the Damaged Hotel set forth in the Allocation Schedule ($50,000). If the Improvements suffer any material damage a “Material Casualty”) and such Material Casualty was not caused by casualty Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right and option to elect, by providing written notice to Seller within 10 days after Purchaser’s receipt of Seller’s written notice of such Material Casualty, to (a) terminate this Agreement within fifteen for all Hotels, and the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination, or (15b) days after proceed to Closing for all Hotels (including the date Damaged Hotel), in which case Seller shall provide Purchaser is notified with a credit against the Allocated Purchase Price for the Damaged Hotel in an amount equal to the lesser of (i) the applicable insurance deductible, and (ii) and the reasonable estimated costs for the repair or restoration of the Property relating to the Damaged Hotel required by such Material Casualty, and transfer and assign to Purchaser all of Seller’s rights to all proceeds from all casualty in writing or by the Closing Date, whichever first occurs. Seller shall also have the right to cancel this Agreement if such material damage by casualty is not covered by existing and lost profits insurance policies held maintained by SellerSeller with respect to the Property or the Business for the Damaged Hotel, unless Purchaser is willing except those proceeds allocable to reduce lost profits and costs incurred by Seller for the purchase price by Damaged Hotel for the amount estimated to be necessary to pay period before the labor and material costs to restore the damageClosing. If Purchaser does not elect provide written notice of its election to terminate Seller within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of this Agreement by the Closing Date as a result of any material casualty damage, this transaction shall close without increase or decrease in the purchase price, and Seller shall assign to Purchaser all insurance proceeds which are paid because of the casualtypreceding sentence. If the estimated cost Closing is scheduled to repair any damage by casualty as of occur within Purchaser’s election period, the Closing Date shall be postponed until the date that is less than Fifty Thousand Dollars five Business Days after the earlier of ($50,000)A) Purchaser’s delivery of its election notice to Seller to proceed to Closing or (B) if Purchaser does not provide an election notice, Purchaser shall not have the right to terminate this Agreement because expiration of such casualty and Seller shall assign to Purchaser all insurance proceeds that are paid because of the casualty, as stated above. All repair cost estimates referred to in this paragraph shall be made by reference to a fixed price construction contract which Seller shall obtain as promptly as is reasonably possible after the date of the casualtyelection period.