2020-03 - Authorize sale of 16300-16400 Detroit to Scalish Construction

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(iii) give prompt notice, by telephone, e-mail, or fax, of any fire or other casualty affecting the Property after the Effective Date; (iv) deliver to Buyer, promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property received by Seller after the Effective Date; (v) promptly notify Buyer of any material change in the facts underlying any representation or warranty and of any material change in the condition or status of the Property. (b) Between the Effective Date and the Closing Date, Seller agrees that, without Buyer's written consent in each case, it will not: (i) grant, modify, create, assume or permit to exist any mortgage (except for any existing mortgage(s) on the Property, which must be terminated at Closing), lien, lease, encumbrance, easement, covenant, condition, right of way or restriction upon the Property other than the Permitted Encumbrances, or voluntarily take or permit any action adversely affecting the title to the Property as it exists on the Effective Date; or (ii) become a party to any contract concerning the Property unless the same is terminable without penalty to the then -owner of the Property upon not more than thirty (30) days' notice. 23. Risk of Loss (a) Risk of loss until the Closing Date shall be borne exclusively by Seller. In the event of damage or destruction to all or part of the Property, the replacement or restoration cost of which exceeds Fifty Thousand and 00/100 Dollars ($50,000.00) (the "Material Damage"), Buyer shall have the option of (i) terminating this Agreement and receiving a full return of the Deposit, exercisable upon delivery of written notice of such termination within ten (10) business days following Seller's notice to Buyer of the casualty event, or (ii) accepting the Property, together with an assignment by Seller of all of Seller's rights under policies of insurance upon Property covering such damage or destruction and the amount of any deductible shall be subtracted from the Purchase Price and Buyer shall acquire the Property pursuant to this Agreement without any further reduction in the Purchase Price. If Buyer does not deliver notice of its election to terminate this Agreement within the ten (10) business day time period set forth above, then Buyer shall be deemed to have elected to not terminate this Agreement and to proceed with the transactions contemplated hereby. Notwithstanding anything herein contained to the contrary, in the event that Buyer elects to terminate this Agreement pursuant to this Section, the Deposit and any Additional Deposit shall be promptly returned to Buyer. In the event that the damage or destruction to the Property is less than Material Damage, Buyer may not terminate this Agreement; provided, however, Seller shall assign all of Seller's rights under policies of insurance upon the Property covering such damage or destruction and the amount of any deductible shall be subtracted from the Purchase Price and Buyer shall acquire the Property pursuant to this Agreement without any further reduction in the Purchase Price. (b) In the event of a taking of all or any material portion of the Property by reason of eminent domain, or deed in lieu thereof, Buyer shall have the option of (i) terminating this Agreement and receiving a full return of the Deposit and any Additional Deposit, exercisable upon delivery of written notice of such termination within ten (10) business days following Seller's notice to Buyer of the notice of taking or (ii) accepting the Property, together with an assignment by Seller of all of Seller's rights to the proceeds of such taking or deed in lieu thereof. If Buyer does not deliver notice of its election to terminate this Agreement within the ten (10) business day time period set forth above, then Buyer shall be deemed to have elected to not terminate this Agreement and to proceed with the transactions contemplated hereby. (The signature page follows.) 10