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their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and <br />Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the <br />same, when taken together, will be regarded as one original Agreement. Electronically transmitted <br />signatures will be regarded as original signatures. <br />26.AUTHORITY TO EXECUTE; EXISTENCE <br />The undersigned persons executing and delivering this Agreement on behalf of the respective <br />Parties represent and certify that they are the duly authorized representatives of each and have been <br />fully empowered to execute and deliver this Agreement and that all necessary corporate action has <br />been taken and done. <br />27.TIME <br />Time is of the essence of this Agreement. <br />28.CASUALTY LOSS <br />As used herein, the term “Casualty Loss” shall mean any destruction by fire, storm, inclement <br />weather, or other casualty or any taking or pending or threatened taking, in condemnation, or under <br />the right of eminent domain of the Property or portion thereof, in each case prior to Closing. All <br />risk of loss to the Property not caused by Buyer prior to closing shall be borne by Seller. Seller <br />shall promptly give Buyer written notice (“Casualty Notice”) of any Casualty Loss of which Seller <br />becomes aware. If the Casualty Loss directly or indirectly affects a portion of the Property <br />considered material, in Buyer’s sole opinion, Buyer shall have the option, which must be exercised <br />within sixty (60) days after its receipt of the Casualty Notice, to terminate this Agreement or to <br />proceed with the Closing. If Buyer elects to terminate this Agreement, all rights, duties, obligations, <br />and liabilities created hereunder shall cease. If Buyer elects to proceed with Closing, or if the <br />Casualty Loss does not affect a portion of the Property considered material in Buyer’s opinion, it <br />shall acquire the Property in accordance with the terms hereof and Seller shall transfer to Buyer all <br />unpaid insurance proceeds, claims, awards, and other payments arising out of such Casualty Loss <br />and pay to Buyer all sums paid to Seller as insurance proceeds, awards, or other payments arising <br />out of such Casualty Loss pertaining to the real estate only. Seller shall not voluntarily compromise, <br />settle, or adjust any amounts payable by reason of any Casualty Loss pertaining to the real estate <br />only without first obtaining the written consent of Buyer. <br />[Signature page follows.]