Common use of Minor Damage Clause in Contracts

Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not "major" (as hereinafter defined), this Agreement shall remain in full force and effect and Seller shall perform, at its sole cost and expense, all necessary repairs or, at Seller's option, (i) assign to Purchaser all of Seller's right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question and (ii) in the case of a casualty, pays Purchaser an amount equal to the deductible on Seller's applicable casualty insurance policies. Seller, at its sole cost and expense, shall carry, from the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss of rents insurance with respect to the Property. In the event that Seller elects to make all necessary repairs but fails to do so by Closing, Purchaser shall receive a credit against the funds due from Purchaser at Closing in an amount equal to (i) the cost of completing such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing by reason of such casualty and Seller shall make claim under its loss of rents insurance. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for a reasonable period of time (not to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable for the Closing to take place within the time limits in force to allow the sale of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. Subject to the terms hereof, Seller shall bear all risk of loss or damage to the Property by fire, other casualty or condemnation prior to the Closing. If at any time prior to the Closing all or any portion of the Property is damaged as a result of fire or other casualty or taken by condemnation or any proceeding in condemnation or Seller receives written notice of such taking or intended taking, Seller shall promptly give written 35311418v.9 notice thereof to Purchaser. In the event of loss or damage to the Property or any portion thereof which is not "“major" ” (as hereinafter defined), this Agreement shall remain in full force and effect and effect, and, at Purchaser’s election, Seller shall perform, either (a) repair and restore the Property to a condition substantially identical to its former condition at its sole cost and Seller’s expense, all necessary repairs or, at Seller's option, or (ib) assign to Purchaser all of Seller's ’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards (or proceeds of sale in lieu thereof) relating to the premises in question and (ii) in the case of a casualty, pays Purchaser an amount equal to the deductible on Seller's applicable casualty insurance policies. Seller, at its sole cost and expense, shall carry, from the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss of rents insurance with respect to the Propertyquestion. In the event that Seller Purchaser elects to make all necessary repairs but fails to do so by Closing, Purchaser shall receive a credit against the funds due from Purchaser at Closing in an amount equal to (i) the cost of completing such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing by reason of such casualty and have Seller shall make claim under its loss of rents insurance. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly as soon as reasonably practicable, and Seller may, with the date of Closing shall be extended a reasonable time (not to exceed thirty (30) days without the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for a reasonable period of time (not ) in order to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable allow for the Closing to take place within the time limits in force to allow the sale completion of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairs. If Seller Purchaser elects to have Seller assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount and coinsurance amounts under Seller's ’s insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of loss or damage to the Property or any portion thereof hereof which is not "major" a Major Loss (as hereinafter defined), this Agreement shall remain in full force and effect and Seller shall perform, at its sole cost promptly contract for and expense, all necessary commence the repairs or, at Seller's optionand complete so much thereof as may be accomplished prior to the date of Closing. If such repairs are not completed on or before the date of Closing, (i) the Closing shall take place as scheduled, (ii) Seller shall assign to Purchaser at Closing all of Seller's ’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question and that have not then been expended for repairs (ii) in the case including any proceeds of a casualty, pays Purchaser an amount equal to the deductible on Seller's applicable casualty business interruption or rent loss insurance policies. Seller, at its sole cost and expense, shall carry, from the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss of rents insurance payable with respect to periods from and after the Property. In Closing Date), (iii) Seller shall execute and deliver to Purchaser any and all instruments or documentation reasonably requested by Purchaser to effectuate such assignment, including, without limitation, an executed acknowledgement of the event that assignment from the insurance provider, (iv) Seller elects will assign to make all necessary repairs but fails Purchaser, and Purchaser will assume the rights and obligations under the construction contract pursuant to do so by Closing, Purchaser shall receive a credit against the funds due from Purchaser at Closing in an amount equal to (i) the cost of completing which such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing by reason of such casualty and Seller shall make claim under its loss of rents insurance. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for a reasonable period of time (not to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable for the Closing to take place within the time limits in force to allow the sale of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairsare being completed. If Seller elects is required to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's ’s insurance policy. Seller shall not adjust any insurance proceeds or condemnation awards without Purchaser’s prior written consent (which consent shall not be unreasonably withheld) and, after Closing, Seller shall reasonably cooperate with Purchaser in the processing of any claims against Seller’s insurance or the applicable governmental authority. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of “minor” loss or damage being defined for the purpose of this Agreement as damage to one of the Properties such that the affected Property could be repaired or restored, in the opinion of an architect mutually acceptable to Sellers and Buyer (with any fees, costs or expenses pertaining to such opinion to be borne equally by Buyer and Sellers), to a condition substantially identical to that of the affected Property immediately prior to the event of damage at a cost equal to or less than the greater of Five Hundred Thousand and no/100 Dollars ($500,000.00) or two and one-half percent (2.5%) of the Purchase Price allocated to the Property or any portion thereof and/or in which is a Lessee does not "major" have the right to terminate its Lease due to the occurrence of the particular casualty event (as hereinafter definedopposed to a failure to actually reconstruct within a particular period), then neither Sellers nor Buyer shall have the right to terminate this Agreement shall remain in full force and effect and Seller shall performas to the Property due to such damage but Sellers shall, at its sole Sellers’ option as expressed to Buyer in writing given not later than ten (10) days after such determination by the architect as provided above, either (a) reduce the Purchase Price by an amount equal to the cost to repair such damage, or (b) following the occurrence of such damage, repair and expense, all necessary repairs orrestore the damaged portion of the affected Property to a condition substantially identical to that which existed immediately prior to the occurrence of such damage (in which event, at Seller's Buyer’s option, (ithe Closing Date for all Properties shall be extended to allow Sellers to complete such work, or the Closing Date for just that Property shall be extended to allow Sellers to complete the work) assign and in either such event, the extension of the Closing Date shall be subject to Purchaser the Outside Date and Sellers shall retain all of Seller's ’s right, title and interest to any claims and proceeds Seller Sellers may have with respect to any casualty casualty, rental loss and other insurance policies or condemnation awards relating to the premises in question and (ii) in the case of a casualtyaffected Property, pays Purchaser an amount equal other than any rental loss insurance proceeds attributable to the deductible on Seller's applicable casualty insurance policies. Seller, at its sole cost and expense, shall carry, from period of time following the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss Close of rents insurance with respect Escrow to the Propertyextent that the Lessee(s) of such Property are entitled to any abatement of rent, which rental loss proceeds shall be assigned to Buyer. In addition and notwithstanding the event that Seller elects foregoing, Buyer shall have the right to elect to make all necessary such repairs but fails to do so by Closing(in lieu of Seller), Purchaser in which event, the Close of Escrow shall not be extended and upon the Close of Escrow, Buyer shall receive a credit against the funds due from Purchaser at Closing Purchase Price in an amount equal to (i) the cost of completing such repairs plus the repairs. If Sellers elect to repair and restore the damaged portion of the affected Property (ii) an amount equal to and Buyer has not made the estimated amount of rent that will be lost following Closing by reason of such casualty election above), Sellers shall act promptly and Seller shall make claim under its loss of rents insurance. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts diligently to complete such repairs promptly in a good and Seller mayworkmanlike manner and shall complete such repairs prior to the Close of Escrow, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion)extended as provided above, adjourn but in no event shall the Closing for a reasonable period Date be extended beyond the Outside Date. Buyer and Sellers agree that the decision of time any architect required hereunder shall be made within ten (not to exceed the lesser of one hundred twenty (12010) days after the occurrence of such loss or three (3) days less than damage. In addition, failure by Sellers to make an affirmative election to repair and restore the maximum number of days allowable for the Closing to take place within the time limits in force to allow the sale damaged portion of the affected Property as provided above shall be deemed to be part of the reverse LKE an election by Sellers under clause (hereinafter defineda) initiated by Seller), above to complete such repairs. If Seller elects to assign a casualty claim to Purchaser, reduce the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policycost to repair such damage. Upon ClosingTo the extent that there may be Minor Damage to more than one of the Properties, full risk the provisions of loss with respect this Section 18(a) shall be applied separately to each of the Property shall pass to Purchaseraffected Properties.

Minor Damage. (a) In the event of loss damage or damage destruction to any material portion of the Assets first occurring after the date of this Agreement and prior to the Property Closing, of which Sellers obtain actual knowledge and which Sellers reasonably believe would involve more than $25,000 to repair or any portion replace, Sellers shall promptly give Buyer notice thereof which and retain a contractor or other professional reasonably acceptable to Buyer (the "Acceptable Contractor") to estimate the cost of restoration and/or replacement thereof, and shall instruct such Acceptable Contractor to deliver its written estimate of such restoration and/or replacement cost to Sellers and Buyer as soon as reasonably practicable. If the cost of restoring and/or replacing such Assets, in the reasonable judgment of such Acceptable Contractor, is not "major" (as hereinafter defined)$100,000 or less in the aggregate, this Agreement Buyer shall remain in full force and effect and Seller shall perform, at its sole cost and expense, all necessary repairs or, at Seller's have the option, to be exercised by written notice to Sellers within thirty (30) days after the restoration and/or replacement cost has been determined by the Acceptable Contractor, as provided above, either: (i) assign to Purchaser proceed with the acquisition of all the Assets at the Closing, in which case at the Closing, Sellers shall disburse to Buyer the amount of Seller's right, title and interest to any claims and insurance proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating (less deductibles ("Damage Deductibles")) to the premises extent at that time actually collected by Sellers in question connection with such damage or destruction and Sellers shall assign all Sellers' rights to receive any such proceeds (less Damage Deductibles) in the future free and clear of any Liens thereon and claims thereto, less the reasonable costs of collection actually paid or incurred by Sellers in connection therewith (the "Net Insurance Proceeds"); or (ii) if the damage or destruction (1) can reasonably be expected to interfere in any material respect with the operation of the Business as presently operated and/or the Assets, or (2) shall create in the case of a casualtyAssets an environmentally hazardous condition which pursuant to applicable law requires remediation ("Hazardous Condition"), pays Purchaser an amount equal to elect to terminate this Agreement. (b) Notwithstanding the deductible on Seller's applicable casualty insurance policies. Sellerforegoing, at its sole cost and expense, shall carry, from the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss of rents insurance with respect to the Property. In in the event that Seller elects a Hazardous Condition is created by any such damage or destruction which could reasonably be expected to make all necessary repairs but fails expose Sellers to do so by Closing, Purchaser shall receive a credit against liabilities resulting therefrom in excess of $500,000 and/or such damage or destruction could reasonably be expected to expose Sellers under the funds due from Purchaser at Closing Assigned Agreements to liabilities in an amount equal to (i) the cost excess of completing such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing $500,000 by reason of such casualty and Seller shall make claim under its loss of rents insurance. In the event that Seller elects delays or Sellers inability to perform repairs upon its obligations under the Property, Seller shall use reasonable efforts Assigned Agreements prior to complete such repairs promptly and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for a reasonable period of time (not Date, then Sellers may elect to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable for the Closing to take place within the time limits in force to allow the sale of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaserterminate this Agreement.

Minor Damage. In the event of “minor” loss or damage being defined for the purpose of this Agreement as damage to the Property such that the Property could be repaired or restored, in the opinion of an architect mutually acceptable to Seller and Buyer (with any portion thereof fees, costs or expenses pertaining to such opinion to be borne equally by Buyer and Seller), to a condition substantially identical to that of the Property immediately prior to the event of damage at a cost equal to or less than the greater of Five Hundred Thousand and no/100 Dollars ($500,000.00) or two and one-half percent (2.5%) of the Purchase Price and/or in which is a Lessee does not "major" have the right to terminate its Lease due to the occurrence of the particular casualty event (as hereinafter definedopposed to a failure to actually reconstruct within a particular period), then neither Seller nor Buyer shall have the right to terminate this Agreement shall remain in full force and effect and as to the Property due to such damage but Seller shall perform, at its sole cost and expense, all necessary repairs orshall, at Seller's option’s option as expressed to Buyer in writing given not later than ten (10) days after such determination by the architect as provided above, either (ia) assign reduce the Purchase Price by an amount equal to Purchaser the cost to repair such damage, or (b) following the occurrence of such damage, repair and restore the damaged portion of the Property to a condition substantially identical to that which existed immediately prior to the occurrence of such damage and in either such event Seller shall retain all of Seller's ’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty casualty, rental loss and other insurance policies or condemnation awards relating to the premises in question and (ii) in the case of a casualtyProperty, pays Purchaser an amount equal other than any rental loss insurance proceeds attributable to the deductible on Seller's applicable casualty insurance policies. Seller, at its sole cost and expense, shall carry, from period of time following the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss Close of rents insurance with respect Escrow to the Propertyextent that a Lessee is entitled to any abatement of rent, which rental loss proceeds shall be assigned to Buyer. In addition and notwithstanding the event that Seller elects foregoing, Buyer shall have the right to elect to make all necessary such repairs but fails to do so by Closing(in lieu of Seller), Purchaser in which event, the Close of Escrow shall not be extended and upon the Close of Escrow, Buyer shall receive a credit against the funds due from Purchaser at Closing Purchase Price in an amount equal to (i) the cost of completing such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing by reason of such casualty and Seller shall make claim under its loss of rents insurance. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and Seller may, with the prior written consent of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for a reasonable period of time (not to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable for the Closing to take place within the time limits in force to allow the sale of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairs. If Seller elects to assign repair and restore the damaged portion of the Property (and Buyer has not made the election above), Seller shall act promptly and diligently to complete such repairs in a casualty claim good and workmanlike manner and shall complete such repairs prior to Purchaserthe Close of Escrow, which may be extended as provided above, but in no event shall the Closing Date be extended beyond the Outside Date. Buyer and Seller agree that the decision of any architect required hereunder shall be made within ten (10) days after the occurrence of such loss or damage. In addition, failure by Seller to make an affirmative election to repair and restore the damaged portion of the Property as provided above shall be deemed to be an election by Seller under clause (a) above to reduce the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect cost to the Property shall pass to Purchaserrepair such damage.

Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not "majorMajor" (as hereinafter defined), this Agreement shall remain in full force and effect and provided that Seller shall perform, at its sole cost and expense, all necessary repairs orshall, at Seller's option, either (ia) perform any necessary repairs, or (b) assign to Purchaser all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question and (ii) in the case of a casualty, pays Purchaser an amount equal to the deductible on Seller's applicable casualty insurance policies. Seller, at its sole cost and expense, shall carry, from the Effective Date until the Closing, one hundred percent (100%) replacement cost and twelve (12) months loss of rents insurance with respect to the Property. In the event that Seller elects to make all necessary repairs but fails to do so by Closing, Purchaser shall receive a credit against the funds due from Purchaser at Closing in an amount equal to (i) the cost of completing such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing by reason of such casualty and Seller shall make claim under its loss of rents insurancequestion. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and Seller may, with the prior written consent date of Purchaser (which consent may be withheld at Purchaser's sole discretion), adjourn the Closing for shall be extended a reasonable period of time (not in order to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable allow for the Closing to take place within the time limits in force to allow the sale completion of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the lesser of the deductible amount under Seller's insurance policypolicy or the cost of such repairs as determined in accordance with Section 7.3 hereof. In addition to the foregoing, if Seller elects to assign a casualty claim to Purchaser, Purchaser shall have the right to enter upon the Property to make such repairs as may be necessary to stabilize the Improvements against further damage and to secure the Improvements against vandalism and the like, provided that in such event Purchaser hereby agrees to protect, indemnify, defend and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or resulting from any repairs performed by Purchaser or its agents, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive the Closing or any termination of this Agreement. Upon the Closing, full risk of loss with respect to the Property shall pass to Purchaser.

Minor Damage. In the event of loss or damage "damage" to the Property or any portion thereof which is not "major" (as such terms are hereinafter defined), this Agreement shall remain in full force and effect and Seller shall perform, at its sole cost and expense, all necessary repairs orprovided Seller, at Seller's option, either (i) assign performs any necessary repairs at Seller's expense, (ii) (in the event of an insured loss) assigns to Purchaser all of Seller's right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question and (iiif applicable) provides Purchaser a credit against the Purchase Price in the case of a casualty, pays Purchaser an amount equal to the deductible on Seller's applicable amount or self-insured retention under such casualty insurance policies. Seller, at its sole cost and expense, shall carry, from the Effective Date until the Closing, one hundred percent or (100%iii) replacement cost and twelve (12) months loss of rents insurance with respect to the Property. In in the event that Seller elects to make all necessary repairs but fails to do so by Closing, of an uninsured loss) provides Purchaser shall receive a credit against the funds due from Purchaser at Closing Purchase Price in an amount equal to (i) the cost of completing such repairs plus (ii) an amount equal to the estimated amount of rent that will be lost following Closing the loss, as determined by reason of such casualty an architect selected by Seller and Seller shall make claim under its loss of rents insurancereasonably approved by Purchaser. In the event that Seller elects to perform repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly promptly, and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs, not to exceed ninety (90) days from scheduled date of Closing as provided herein (the "Repair Deadline"). In the event that Seller makes the election to perform the necessary repairs at Seller's expense pursuant to clause (i), and Seller maydoes not complete such repairs by the Repair Deadline, then Purchaser shall have the right, at Purchaser's election, either (i) to terminate this Agreement by written notice given to Seller on the Repair Deadline, whereupon Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no further rights, duties or obligations hereunder, other than those which are expressly provided herein to survive a termination of this Agreement, or (ii) to proceed to close and receive a credit at Closing equal to the cost to complete such repairs as determined by the parties, acting reasonably, with the prior written consent assistance of a contractor selected Seller and reasonably approved by Purchaser (in which consent may be withheld at Purchaser's sole discretioncase Seller shall retain all applicable insurance claims), adjourn the Closing for a reasonable period of time (not to exceed the lesser of one hundred twenty (120) days or three (3) days less than the maximum number of days allowable for the Closing to take place within the time limits in force to allow the sale of the Property to be part of the reverse LKE (hereinafter defined) initiated by Seller), to complete such repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller's insurance policy. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.