Material Damage. In the event of any Material Damage (as defined below) to or destruction of any one or more of the Properties or any portion thereof prior to Closing, Purchaser may elect to remove such Property from this Agreement by giving notice of the same to Seller within ten (10) business days after the date Seller delivers the Casualty Notice to Purchaser and the parties shall proceed to a Partial Closing (as defined below) without such Property, and as of Closing the Purchase Price shall be reduced by the Allocated Purchase Price for such Property. For the purposes of this Agreement, “Material Damage” or “Materially Damaged” means damage in excess of $1,000,000 for such Property. In the event Purchaser elects to pursue closing on such Property, then as a condition thereof, Seller shall assign any and all rights to insurance proceeds to Purchaser and Seller shall have delivered confirmation and acknowledgment by the carrier that such casualty is covered and that the proceeds will be paid to Purchaser. In addition, Seller shall credit Purchaser with any deductible on such policy.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 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). Upon any such termination, the 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 Purchaser does not elect to terminate this Agreement within said 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 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 as well as the amount of any uninsured loss. For the purposes of this Agreement, "Material Damage" and "Materially Damaged" means damage which, in Seller's reasonable estimation, exceeds $250,000.00 to repair.

Casualty. Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any immaterial damage or destruction to the Property or any portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive) any insurance proceeds due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” shall mean such instances of damage or destruction: # which can be repaired or restored at a cost of Ten Thousand and No/100 Dollars ($10,000.00) or less; # which can be restored and repaired within sixty (60) days from the date of such damage or destruction; and # in which Seller’s rights under its insurance policy covering the Property are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction.

Material Casualty. If such Casualty caused the Assets and Property to be damaged or destroyed such that the cost of repair or replacement is reasonably likely to exceed ​, Purchaser shall have the right to elect, by providing written notice to Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of such Casualty, to # terminate this Agreement in its entirety, in which case the Deposit shall be refunded to Purchaser in accordance with [Section 3.2.4], and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or # proceed to Closing, without terminating this Agreement, in which case the Seller shall # provide Purchaser with a credit against the Purchase Price in an amount equal to the applicable insurance deductible, less any amounts previously paid toward the deductible by Seller, and # transfer and assign to Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty and other applicable insurance policies maintained by Seller with respect to the Assets, except those proceeds specifically payable in connection with costs incurred by Seller for the period prior to the Closing, to the extent assignable and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If Purchaser fails to provide written notice of its election to Seller within such ten (10) day time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (b) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing Date shall, upon Purchaser’s election, be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. In the event that Seller proceeds to restore the affected Assets prior to Closing, such work shall be subject to Purchaser’s approval, not to be unreasonably withheld, conditioned or delayed.