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 DAMAGE OR CONDEMNATION AS SHALL PRECLUDE SUCH
BUILDING'S OR VACANT LAND PARCEL'S BEING RESTORED TO A CONDITION (I) THAT WOULD
BE, WHEN RESTORED, SUBSTANTIALLY COMPARABLE TO THE CONDITION THAT EXISTED ON THE
EFFECTIVE DATE AND (II) THAT WOULD COMPLY, WHEN RESTORED, WITH ALL APPLICABLE
LAWS AND REGULATIONS, OR (C) HAVING INCURRED SUCH DAMAGE OR CONDEMNATION AS
GIVES RISE TO THE RIGHTS OF ANY TENANTS TO TERMINATE THEIR RESPECTIVE LEASES.
SECTION 13.
ASSIGNMENT BY BUYER.
THE TERMS, CONDITIONS AND COVENANTS OF THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO