A RESULT OF THESE PROVISIONS, BUYER SHALL BE ENTITLED TO RECEIVE AN IMMEDIATE
REFUND OF THE EARNEST MONEY FROM ESCROW AGENT, WHEREUPON THE PARTIES SHALL HAVE
NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THOSE WHICH EXPRESSLY
SURVIVE ANY SUCH TERMINATION.
12.4
DELETION.
IF BUYER ELECTS TO EXCLUDE ANY
PROJECTS FROM THIS AGREEMENT PURSUANT TO EITHER 12.1 OR 12.2, AS THE CASE MAY
BE, THEN THE PURCHASE PRICE SHALL BE REDUCED BY THE ALLOCABLE PORTION THEREOF
THAT APPLIES TO THE PORTION OF THE PROPERTY SO EXCLUDED FROM THIS AGREEMENT, AND
UPON WHICH ALLOCATION SELLER AND BUYER MUTUALLY AND REASONABLY AGREE.
12.5
AWARDS AND PROCEEDS.
IF BUYER DOES NOT ELECT, OR
IS NOT ENTITLED TO, TO TERMINATE THIS AGREEMENT OR TO EXCLUDE THE AFFECTED
PORTION OF THE PROPERTY FROM THIS AGREEMENT FOLLOWING ANY NOTICE OF A
CONDEMNATION OR NOTICE OF DAMAGE TO THE PROPERTY, AS PROVIDED ABOVE, THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND THE CONVEYANCE OF THE
PROPERTY CONTEMPLATED HEREIN, LESS ANY INTEREST TAKEN BY CONDEMNATION, OR SALE
IN LIEU THEREOF, SHALL BE EFFECTED WITH NO FURTHER ADJUSTMENTS, EXCEPT AS SET
FORTH IN THE SUCCEEDING SENTENCE.
AT THE CLOSING, SELLER SHALL ASSIGN, TRANSFER
AND SET OVER TO BUYER ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ANY
AWARDS, PAYMENTS OR INSURANCE PROCEEDS AVAILABLE TO SELLER OR IN WHICH SELLER
HAS AN INTEREST FOR THE DAMAGE TO, OR DIMINUTION IN VALUE OF, THE PROPERTY THAT
IS THE SUBJECT OF CONDEMNATION OR
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DAMAGE, AS THE CASE MAY BE, AND THAT HAVE BEEN OR MAY THEREAFTER BE MADE FOR ANY
SUCH CONDEMNATION, SALE IN LIEU THEREOF OR DAMAGE, TO THE EXTENT SUCH AWARDS,
PAYMENTS OR PROCEEDS SHALL NOT HAVE THERETOFORE BEEN USED FOR RESTORATION OF THE
PROPERTY; PROVIDED, HOWEVER, THAT THE PERFORMANCE OF ANY SUCH PRE-CLOSING
RESTORATION SHALL BE SUBJECT TO BUYER'S APPROVAL, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
ADDITIONALLY, AT CLOSING, SELLER SHALL
PROVIDE BUYER WITH A CREDIT IN THE AMOUNT OF ANY DEDUCTIBLES DUE UNDER ANY
APPLICABLE INSURANCE POLICIES FOR ANY PORTION OF THE PROPERTY THAT IS THE
SUBJECT OF DAMAGE.
FURTHERMORE, SELLER SHALL FULLY COOPERATE WITH BUYER IN THE
ADJUSTMENT AND SETTLEMENT OF ANY INSURANCE CLAIM.
THE PROCEEDS AND BENEFITS
UNDER ANY RENT LOSS OR BUSINESS INTERRUPTION POLICIES ATTRIBUTABLE TO THE PERIOD
FOLLOWING THE CLOSING SHALL LIKEWISE BE TRANSFERRED AND PAID OVER (AND, IF
APPLICABLE, LIKEWISE CREDITED ON AN INTERIM BASIS) TO BUYER.
THE PROVISIONS OF
THIS SECTION 12.5 SHALL SURVIVE THE CLOSING.
12.6
DEFINITION OF MATERIAL.
FOR PURPOSES OF THIS
SECTION 12, "MATERIAL" SHALL MEAN, AS TO A GIVEN BUILDING OR PARCEL OF VACANT
LAND, AS THE CASE MAY BE, (A) HAVING A COST TO REPAIR OR REPLACE THAT EXCEEDS
TWELVE AND ONE-HALF PERCENT (12.5%) OF THE PORTION OF THE PURCHASE PRICE
ALLOCATED TO SUCH BUILDING AND THE LAND UPON WHICH IT IS LOCATED, OR SUCH PARCEL
OF VACANT LAND, AS THE CASE MAY BE, AND UPON WHICH ALLOCATION SELLER AND BUYER
MUTUALLY AGREE, OR (B) HAVING INCURRED SUCH