Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 27 of 82 the other party a sum of money based on such subsequent proration or credit shall promptly pay such sum to the other party. 12. RISK OF LOSS. 12.1. Condemnation. Prior to the Closing Date or earlier termination of this Agreement, Seller agrees that it shall not commence any action or other process to take the Property or any part thereof by an exercise of Seller's power of eminent domain. In the event that prior to the Closing Date, the Property, or any part thereof, is subject to a taking by a public authority other than Seller, then Buyer shall have the right, exercisable by giving notice to Seller within thirty (30) days after receiving written notice of such taking either: (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, the Deposit shall be released to Buyer, and the parties shall equally share the Cancellation Charges; or (b) to accept the Property in its then condition and proceed to close this transaction, and to receive an assignment of all of Seller's rights to any condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall not compromise, settle or adjust any claims to such awards without Buyer's prior written consent, which consent shall not unreasonably be withheld. Seller agrees to give Buyer prompt notice of any taking of the Property promptly after Seller receives notice of the same. 12.2. Casualty. If, prior to the Closing Date, any portion of the Property is damaged or destroyed, Seller shall immediately notify Buyer of such fact. If the cost to repair such damage or destruction is reasonably estimated to be more than One Hundred Thousand Dollars ($100,000), Buyer shall have the option to terminate this Agreement by delivering written notice to Seller not later than thirty (30) days after Buyer's receipt of Seller's notice regarding such damage or destruction. Upon such termination, the Deposit shall be released to Buyer, the parties shall equally share the Cancellation Charges, and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement. If Buyer does not elect to terminate this Agreement within the time period set forth above, (i) the parties shall proceed to Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price (unless otherwise agreed in writing by Seller and Buyer), (ii) Seller shall assign to Buyer, and Buyer shall be entitled to receive and keep, all insurance proceeds payable in connection with the casualty, and (iii) Buyer shall receive a credit against the Purchase Price equal to the amount of any applicable insurance deductible. If Buyer does not elect to terminate this Agreement pursuant to this Section 12.2, Buyer shall have the right to participate in any adjustment of the insurance claim and Seller shall not compromise, settle or adjust any such claim without Buyer's prior written consent (which consent may be withheld in Buyer's sole and absolute discretion). 13. POST CLOSING OBLIGATIONS. 13.1. Completion of Construction of the Replacement Housing Units.