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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document
 


8.5.10 Survival. The provisions of this Section 8.5 shall survive Closing for a period of twelve (12) months from the Closing Date.

8.5.11 Security for Post Closing Obligations. Seller’s Post Closing Obligations under this Section 8.5 shall be secured by that certain Limited Guaranty by City Investors LLC in the form attached hereto as Exhibit L.

ARTICLE 9

DAMAGE AND CONDEMNATION

9.1 Damage. If, prior to the Closing, all or any portion of the Property is damaged by fire or any other cause whatsoever or there is a material adverse change to the physical condition of the Property, Seller shall promptly give Purchaser written notice of such damage or adverse physical change. Risk of loss for damage to all or any part of the Property by fire or other casualty or adverse physical change from the Effective Date through the Closing Date will be on Seller.

9.1.1 Minor Damage. If the cost for repairing such damage or addressing such adverse physical change is equal to or less than Five Million Dollars ($5,000,000) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the right at Closing to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds, and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, or to replace the Property. If the loss is uninsured, Purchaser shall have the right at Closing to receive a credit for the reasonably estimated amount of the loss.

9.1.2 Major Damage. If the cost for repairing such damage or adverse physical change is greater than Five Million Dollars ($5,000,000) (as determined by Seller’s independent insurer, in the case of insured damage), then Purchaser shall have the option, exercisable by written notice delivered to Seller and Escrow Agent within ten (10) Business Days after Seller’s notice of damage to Purchaser, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by Seller as a result of such loss, or an assignment of Seller’s rights to such insurance proceeds (or, in the case of an uninsured loss, a credit for the reasonably estimated amount of the loss), and this Agreement shall continue in full force and effect with no reduction in the Purchase Price, and Seller shall have no further liability or obligation to repair such damage, material adverse change, or to replace the Property; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, and thereafter neither party will have any further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Seller within such ten (10) Business Day period of Purchaser’s intention to terminate this Agreement, then Purchaser shall be deemed to have elected option (i), and Purchaser and Seller shall proceed to Closing in accordance with the terms and conditions of this Agreement.

 

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