Not Material Clause Samples

Not Material. If the Property is not Materially Damaged, then neither Purchaser nor Sellers shall have the right to terminate this Agreement, and Sellers shall, at their option, either (a) repair the damage before the Closing in a manner reasonably satisfactory to Purchaser (and if necessary, Sellers may extend the Closing Date up to 30 days to complete such repairs), or (b) credit Purchaser at Closing for the reasonable cost to complete the repair (in which case Sellers shall retain all insurance proceeds and Purchaser shall assume full responsibility for all needed repairs).

Not Material. If a casualty occurs but the Real Property is not Materially Damaged, then neither Purchaser nor Seller shall have the right to terminate this Agreement pursuant to this Section 6.2 (a “Non-Material Pre-Closing Casualty”), and subject to an Insurance Proceeds Assignment to Purchaser, the parties shall proceed to Closing subject to the terms of this Agreement, and such damage shall be restored by Purchaser post-Closing pursuant to (but only to the extent required by) the terms and conditions of the Leases, and Purchaser shall reasonably cooperate with Seller, in its capacity as tenant under the Leases, regarding such restoration, pursuant to the terms and conditions of the Leases. Notwithstanding the foregoing, if the insurance proceeds to be assigned pursuant to the Insurance Proceeds Assignment are less than the cost to repair the damage, in the opinion of an architect or other third-party contractor selected by Seller and reasonably approved by Purchaser, Purchaser shall receive a credit at Closing in the amount of such difference. The provisions of this Section 6.2.2 shall survive Closing.

Not Material. If the Real Property is not Materially Damaged, then Buyer shall not have the right to terminate this Agreement, and Seller shall assign to Buyer, without representation or warranty by or recourse against Seller, all of Seller’s rights (if any) in and to any resulting insurance proceeds (and Buyer shall receive a credit at the Close of Escrow in an amount equal to any applicable deductible under any applicable Seller property insurance policy) (excluding any rent loss insurance applicable to any period prior to the Closing Date) due Seller (or previously paid to Seller) as a result of such damage or destruction (less any portion thereof expended by Seller in connection with repairs to the Property) and, as between Seller and Buyer, Buyer shall assume full responsibility for all needed repairs.

Not Material. If the Real Property is not Materially Damaged, then neither Buyer nor Seller shall have the right to terminate this Agreement, and Seller shall, at its option, either (i) repair the damage before the Closing in a manner reasonably satisfactory to Buyer, or (ii) as of Closing assign to Buyer, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (excluding any rent loss insurance applicable to any period before the Closing Date) (net of collection costs and less repair and/or restoration costs incurred by Seller before the Closing) and Buyer shall assume full responsibility for all needed repairs.

Not Material. If the Property is not Materially Damaged, then Purchaser shall not have the right to terminate this Agreement, and Seller shall, at its option, either (i) repair the damage before the Closing in a manner reasonably satisfactory to Purchaser, (ii) assign to Purchaser all of Seller's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies, or (iii) credit Purchaser at Closing for the reasonable cost to complete the repair if such amount is less than the deductible amount under Seller's insurance policies.

Not Material. If the Property is not Materially Damaged, then neither Purchaser nor Seller shall have the right to terminate this Agreement, and Seller shall, at its option, either (a) repair the damage before the Closing in a manner reasonably satisfactory to Purchaser (and if necessary, Seller may extend the Closing Date up to 30 days to complete such repairs), or (b) at Closing, assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller's rights in and to any resulting insurance proceeds (including Seller's rights in and to any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of Exhibit M, List of Existing Loan Documents M-22 (a) the cost of repair or (b) the Purchase Price and a pro rata share of the rental or business loss proceeds, if any).

Not Material. The transactions contemplated by this agreement and the other Transaction Documents do not constitute "material information" for purposes of the disclosure requirements of the AMEX. The Buyer shall not be in violation of any duty to the Company if, after the execution of this Agreement, they trade in securities of the Company, regardless of whether the transactions contemplated by this Agreement or the other Transaction Documents shall have been publicly disclosed by the Company.

Not Material. If the Property is not Materially Damaged by the casualty and no Lease Casualty Event has occurred, then Purchaser shall have no right to request an adjustment to the Purchase Price under this Agreement, and, if an only if the applicable tenant or Guarantor is not required to repair the damage pursuant to the applicable Lease or Guaranty, Seller shall, at its option, either (a) repair the damage before the Closing in a manner reasonably satisfactory to Purchaser (and if necessary, Seller may extend the Closing Date up to 30 days to complete such repairs), or (b) credit Purchaser at Closing for the reasonable cost to complete the repair (in which case Seller shall retain all insurance proceeds and Purchaser shall assume full responsibility for all needed repairs). If the applicable tenant is required to repair the Property under the applicable Lease and no Lease Casualty Event has occurred, then Purchaser shall have no right to request an adjustment to or credit against the Purchase Price under this Agreement or that Seller repair the damage.

Not Material. If the Property is not Materially Damaged, then Purchaser shall not have the right to terminate this Agreement under Section 6.2(a), this transaction shall close in accordance with its terms and, as set forth in Section 6.2(a), Seller shall assign to Purchaser Seller’s rights to insurance proceeds in respect to such damage, or the amount if any, received less any proceeds theretofore used for repair and the Purchase Price shall be credited by the amount of Seller’s deductible on its insurance policy.