Agreement Of Purchase And Sale (Page 11 of 30) in pdf

before the expiration of thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser

(and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make

such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such

termination, the Initial Earnest Money (but not any Additional Earnest Money) shall be returned to

Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that

by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates

this Agreement within said thirty (30) day period, then the parties shall proceed under this Agreement and

close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall

assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights

in and to any resulting casualty insurance proceeds 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 (A) the cost of repair or (B) the Purchase Price). For the

purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in

Seller’s reasonable estimation, exceeds $350,000.00 to repair or which, in Seller’s reasonable estimation,

will take longer than one hundred twenty (120) days to repair.

6.2.2

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 (i) repair

the damage before the Closing in a manner reasonably satisfactory to Purchaser, or (ii) credit Purchaser at

Closing for the reasonable cost to complete the repair (in which case Seller shall retain all casualty

insurance proceeds and Purchaser shall assume full responsibility for all needed repairs).

6.3

Condemnation. If proceedings in eminent domain are instituted with respect to the

Property or any portion thereof, Purchaser may, at its option, by written notice to Seller given within

ten (10) days after Seller notifies Purchaser of such proceedings (and if necessary the Closing Date shall

be automatically extended to give Purchaser the full ten-day period to make such election), either:

(i) terminate this Agreement, in which case the Initial Earnest Money (but not any Additional Earnest

Money) shall be immediately returned to Purchaser and the parties hereto shall have no further rights or

obligations, other than those that by their terms survive the termination of this Agreement, or (ii) proceed

under this Agreement, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title

and interest in and to any condemnation award, and Purchaser shall have the sole right after the Closing to

negotiate and otherwise deal with the condemning authority in respect of such matter. If Purchaser does

not give Seller written notice of its election within the time required above, then Purchaser shall be

deemed to have elected option (ii) above.

ARTICLE 7 - Closing

7.1

Closing. The consummation of the transaction contemplated herein (“Closing”) shall

occur on the Closing Date at the offices of Title Company (or such other location as may be mutually

agreed upon by Seller and Purchaser). Funds shall be deposited into and held by Title Company in a

closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion

of all closing conditions and deliveries, the parties shall direct Title Company to immediately record and

deliver the closing documents to the appropriate parties and make disbursements according to the closing

statements executed by Seller and Purchaser. Purchaser shall have the right to extend the Closing Date by

up to six (6) months by depositing $100,000 per each monthly extension. If Purchaser desires to so

extend the Closing Date, then Purchaser shall, at least five (5) business days prior to the Closing Date

then in effect, pay to Seller directly an Additional Earnest Money Deposit (in which case any other

Earnest Money on deposit with the Title Company shall be released to Seller and applied to the Purchase

Page

H-Earnest Money Contract

Agreement Of Purchase And Sale Page 11

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