America Online 2010 Annual Report Download - page 165

event the parties hereto shall be relieved and released of and from any further duties, obligations, rights, or liabilities hereunder (except for such obligations
and provisions which expressly survive termination of this Agreement) and the Deposit shall be returned to Purchaser; provided that Purchaser had not caused
the damage to or destruction of the Property. If the scheduled Closing Date falls within the aforesaid seven (7) day period, then the Closing shall be extended
to the next business day following the end of said seven (7) day period. If (i) Seller does not receive Purchaser's termination notice within such timeframe or
Purchaser otherwise elects to consummate the purchase contemplated under this Agreement; or (ii) less than a Material Portion of the Property is destroyed or
subject to taking, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any portion of the Property taken by eminent
domain or condemnation, shall be consummated with no further adjustment or modification except that the Purchase Price shall be reduced to reflect (i) any
deductible in insurance proceeds and, in which event, at or before the Closing, Seller shall pay to Purchaser all insurance proceeds received by Seller (less
reasonable expenses incurred by Seller, including attorneys fees) and transfer to Purchaser all additional insurance proceeds (less reasonable expenses
incurred by Seller, including attorneys fees) resulting from any casualty or (ii) any awards that have been or may thereafter be made for any taking or
condemnation. Notwithstanding the foregoing, Seller shall have no liability to Purchaser for uninsured or underinsured losses, or any other damages
whatsoever. For purposes of this Article 9, a "Material Portion" of the Property shall mean (x) with respect to a casualty, damage for which the cost of repair
is in excess of Five Million and No/100 Dollars ($5,000,000.00); or (y) with respect to the initiation of any condemnation or similar proceedings (a
"Condemnation"), a taking of any portion of the Property as would either prevent Purchaser from using and operating the Property as an office building; or
(z) with respect to a casualty or Condemnation, the damage or taking would provide Raytheon with a right to terminate the Raytheon Lease.
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.1 Right of First Offer under the Raytheon Lease. Pursuant to the Raytheon Lease, in the event Seller elects to sell or market the Property for sale,
Raytheon has an option to purchase the Property (the "Right of First Offer"). In connection with the Right of First Offer, Seller is obligated to notify Raytheon
in writing of the price at which Seller intends to market the Property, together with the other material terms and conditions of such listing. If Raytheon desires
to purchase the Property in accordance with the terms set forth in such notice from Seller, Raytheon is required to provide Seller with written notice thereof
within thirty (30) days thereafter. Seller notified Raytheon in writing on August 18, 2010 of the price at which Seller intends to market the Property, together
with the other material terms and conditions of such listing. Thirty (30) days thereafter, on September 17, 2010, Seller received an e-mail from Raytheon
stating that Raytheon would not be taking advantage of the Right of First Offer at this time; provided, however, Purchaser acknowledges that, pursuant to the
Raytheon Lease, if (a) the Closing under
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