TRANSACTION CONTEMPLATED BY THIS AGREEMENT WITHOUT
REJECTING ANY SUCH DAMAGED PROPERTY AND WITHOUT ANY REDUCTION IN THE PURCHASE
PRICE, EXCEPT THAT THE PURCHASER SHALL BE ENTITLED TO A CREDIT TOWARD THE
PURCHASE PRICE IN AN AMOUNT EQUAL TO ANY DEDUCTIBLE OR SELF-INSURED OR UNINSURED
AMOUNT WITH RESPECT TO SUCH DAMAGE; OR
(III)
TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE SELLERS AND THE
ESCROW AGENT IN THE EVENT THAT MORE THAN THREE (3) PROPERTIES HAVE BEEN TREATED
AS REJECTED PROPERTIES PURSUANT TO SECTION 10.3 OF THIS AGREEMENT (IT BEING
ACKNOWLEDGED AND AGREED THAT THE FIRST PROPERTY REJECTED PURSUANT TO ARTICLE 6
AS A RESULT OF ANY CASUALTY OR CONDEMNATION SHALL NOT BE DEEMED TO BE A REJECTED
PROPERTY, PROVIDED, HOWEVER, THAT, ANY ADDITIONAL PROPERTIES REJECTED PURSUANT
TO ARTICLE 6 AS A RESULT OF ANY CASUALTY OR CONDEMNATION SHALL THEREAFTER BE
DEEMED TO BE REJECTED PROPERTIES), WHEREUPON THE DEPOSIT SHALL PROMPTLY BE
RETURNED BY THE ESCROW AGENT TO THE PURCHASER AND THE PARTIES HERETO SHALL HAVE
NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THOSE THAT SPECIFICALLY
SURVIVE THE TERMINATION.
61
(B)
IN THE EVENT OF ANY DAMAGE OR DESTRUCTION, (I) WITH RESPECT TO
WHICH THE PURCHASER DOES NOT HAVE THE RIGHT TO ELECT TO REJECT ANY DAMAGED
PROPERTY PURSUANT TO SECTION 6.1(A)(I) OR (II) WITH RESPECT TO WHICH THE
PURCHASER ELECTS TO PROCEED PURSUANT TO SECTION 6.1(A)(II), THE PURCHASER SHALL
PURCHASE THE ASSETS, TO THE EXTENT OTHERWISE REQUIRED BY THIS AGREEMENT, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (WITHOUT REDUCTION OF THE PURCHASE
PRICE, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6.1) AND, SUBJECT TO THE
TERMS AND PROVISIONS OF THE APPLICABLE LEASE DOCUMENTS, THE SELLERS SHALL ASSIGN
TO THE PURCHASER AT CLOSING ALL INSURANCE PROCEEDS PAYABLE ON ACCOUNT OF SUCH
DAMAGE.
THE PURCHASER SHALL BE DEEMED TO HAVE ELECTED TO PROCEED UNDER
SECTION 6.1(A)(II) UNLESS, WITHIN TEN (10) BUSINESS DAYS FOLLOWING RECEIPT OF
THE SELLERS' ESTIMATE, THE PURCHASER PROVIDES THE SELLERS WITH WRITTEN NOTICE
(EACH, A "CASUALTY REJECTION NOTICE") THAT THE PURCHASER ELECTS TO REJECT ANY
DAMAGED PROPERTY PURSUANT TO SECTION 6.1 (A)(I).
THE PROVISIONS OF THIS
SECTION 6.1(B) SHALL SURVIVE THE CLOSING.
(C)
THE SELLERS SHALL NOT SETTLE OR COMPROMISE ANY INSURANCE CLAIM
WITH A VALUE OR COST IN EXCESS OF TEN THOUSAND DOLLARS ($10,000) WITHOUT THE
PRIOR WRITTEN CONSENT OF THE PURCHASER (WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED), AND THE PURCHASER SHALL HAVE THE OPTION TO
PARTICIPATE IN ANY SUCH CLAIM.
THE SELLERS SHALL OBTAIN THE PURCHASER'S PRIOR
APPROVAL (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED) WITH RESPECT TO (I) THE REPAIR OF ANY WORK WITH A COST IN EXCESS OF
TEN THOUSAND DOLLARS ($10,000) (INCLUDING THE PLANS, CONTRACTS AND CONTRACTORS
FOR SUCH REPAIR WORK), AND (II) THE REPAIR OF ANY OTHER CASUALTY, IF SUCH REPAIR
WILL NOT BE FULLY COMPLETED PRIOR TO THE CLOSING.
If necessary, the Closing Date shall be postponed to allow for the ten (10)
Business Day period for Sellers' Estimate and the