Common use of Awards and Proceeds Clause in Contracts

Awards and Proceeds. If Buyer does not elect to or is not entitled to terminate this Agreement following any notice of a threat of taking or taking by condemnation or notice of damage or destruction to the Property, as provided above, this Agreement shall remain in full force and effect and the conveyance of the Property contemplated herein, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustments. At the Closing, (i) Seller shall assign, transfer and set over to Buyer all of Seller’s right, title and interest in and to any awards, payments or insurance proceeds for (a) the actual value of the property lost or destroyed and (b) the cost to repair the remaining Property (in the case of a taking) or the cost to repair the Property, up to but not in excess of the Purchase Price, that have been or may thereafter be made for any such taking, sale in lieu thereof or damage or destruction, to the extent such awards, payments or proceeds shall not have theretofore been used for restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases, (ii) Buyer shall assume the responsibility for the performance or completion of the repair or restoration, as the case may be, at Closing, and (iii) in the case of damage or destruction, (a) Buyer shall receive a credit at Closing in an amount equal to Seller’s deductible under its casualty insurance policy, and (b) Seller shall reasonably cooperate with Buyer to collect the insurance proceeds due from Seller’s insurer, which obligation shall survive the Closing; provided, however, that in connection with any such damage or destruction to the Property (and not in connection with any such taking), if Seller shall have commenced restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases prior to Closing, then, at Seller’s option, and in lieu of the assignment, assumption and credit contemplated by parts (i), (ii) and (iii)(a) above, Seller shall have the right to escrow with the Escrow Agent at Closing pursuant to an escrow agreement in form and substance reasonably satisfactory to Seller and Buyer an amount equal to the reasonably estimated cost to complete such restoration (the “Repair Deposit”), provided that the Repair Deposit need not be in excess of (i) the balance of any unused insurance proceeds received by Seller in connection with such damage or destruction, plus (ii) any deductible under Seller’s casualty insurance policy, and provided, further, that such escrow agreement will provide that (a) any portion of the Repair Deposit remaining in escrow following completion of such restoration by Buyer shall be returned to Seller, and (b) Buyer shall be responsible for the cost of completion of such restoration in excess of the Repair Deposit.

Awards and Proceeds. If Buyer MG III does not elect to or is not entitled to terminate this Agreement following any notice of a bona fide threat of taking or taking by condemnation or notice of damage or destruction to the any Property, as provided above, or if any such taking, damage or destruction is not material, this Agreement shall remain in full force and effect and the conveyance of the Property contemplated hereinTransactions, less any interest in any Property taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustmentseffected. At In the event of damage or destruction, HIW or HIW Florida, as appropriate, shall promptly contract for and commence the required repairs and restoration and complete so much thereof as may be accomplished prior to the Closing. In the event of damage or destruction which is not material, the Closing shall occur as scheduled, and HIW or HIW Florida, as appropriate, shall be responsible for completing the required repairs and restoration, at its own cost and expense, after the Closing, and shall be entitled to all available insurance proceeds therefor (iother than loss of rents insurance, if applicable, which shall be payable to the Operating LLC (or the owner of the affected Property, as appropriate, as provided below). If the casualty is material and has not been completely repaired prior to the Closing, and MG III has elected not to terminate this Agreement as provided above, MG III may elect to either (A) Seller extend the Closing until HIW or HIW Florida, as appropriate, shall have completed all repairs necessary to return such Property to its pre-casualty condition; or (B) close on the scheduled date of the Closing and assume the responsibility for completing such repair, receive all insurance proceeds and receive from HIW or HIW Florida, as appropriate, the deductible portion of the insurance proceeds. In any event, if MG III elects to close, the Operating LLC (or the owner of the affected Property, as appropriate) shall receive any insurance proceeds available to HIW or HIW Florida, as appropriate, or the Operating LLC (or the owner of the affected Property, as appropriate) for loss of rents after the Closing as the result of such casualty (it being acknowledged by each of HIW and HIW Florida that, under its present insurance program, the Operating LLC would be entitled to continue to receive loss of rents payments after the Closing, to the limits of the coverage in force, as long as the insurance program remains in force). In such case, at the Closing, HIW or HIW Florida, as appropriate, shall assign, transfer and set over to Buyer the Operating LLC (or the owner of the affected Property, as appropriate) all of Seller’s the right, title and interest of HIW or HIW Florida, as appropriate, in and to any taking awards, payments or insurance proceeds for (a) the actual value of the property lost or destroyed and (b) the cost to repair the remaining Property (in the case of a taking) or the cost to repair the Property, up to but not in excess of the Purchase Price, that have been or may thereafter be made for any such taking, taking or sale in lieu thereof or damage or destruction, to the extent that such awards, payments or proceeds shall not have theretofore been used for restoration of the Property pursuant to a plan of restoration approved in writing by Buyer MG III. HIW or HIW Florida, as appropriate, shall assign to the Operating LLC (or the owner of the affected Property, as appropriate) its rights and obligations under all construction contracts pursuant to the Leases, (ii) Buyer shall assume the responsibility for the performance or completion of the repair or restoration, as the case may be, at Closing, and (iii) in the case of damage or destruction, (a) Buyer shall receive a credit at Closing in an amount equal to Seller’s deductible under its casualty insurance policy, and (b) Seller shall reasonably cooperate with Buyer to collect the insurance proceeds due from Seller’s insurer, which obligation shall survive the Closing; provided, however, that in connection with any such damage or destruction to the Property (and not in connection with any such taking), if Seller shall have commenced restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases prior to Closing, then, at Seller’s option, and in lieu of the assignment, assumption and credit contemplated by parts (i), (ii) and (iii)(a) above, Seller shall have the right to escrow with the Escrow Agent at Closing pursuant to an escrow agreement in form and substance reasonably satisfactory to Seller and Buyer an amount equal to the reasonably estimated cost to complete such restoration (the “Repair Deposit”), provided that the Repair Deposit need not be in excess of (i) the balance of any unused insurance proceeds received by Seller in connection with such damage or destruction, plus (ii) any deductible under Seller’s casualty insurance policy, and provided, further, that such escrow agreement will provide that (a) any portion of the Repair Deposit remaining in escrow following completion of such restoration by Buyer shall be returned to Seller, and (b) Buyer shall be responsible for the cost of completion of such restoration in excess of the Repair Depositis being accomplished.

Awards and Proceeds. If Buyer does not elect to elect, or is not entitled to, to terminate this Agreement or to exclude the affected portion of the Property from this Agreement following any notice of a threat of taking or taking by condemnation Condemnation or notice of damage or destruction Damage to the Property, as provided above, this Agreement shall remain in full force and effect and the conveyance of the Property contemplated herein, less any interest taken by eminent domain or condemnationCondemnation, or sale in lieu thereof, shall be effected with no further adjustments, except as set forth in the succeeding sentence. At the Closing, (i) Seller shall assign, transfer and set over to Buyer all of Seller’s right, title and interest in and to any awards, payments or insurance proceeds available to Seller or in which Seller has an interest for (a) the actual damage to, or diminution in value of, the Property that is the subject of the property lost Condemnation or destroyed and (b) the cost to repair the remaining Property (in Damage, as the case of a taking) or the cost to repair the Propertymay be, up to but not in excess of the Purchase Price, and that have been or may thereafter be made for any such takingCondemnation, sale in lieu thereof or damage or destructionDamage, to the extent such awards, payments or proceeds shall not have theretofore been used for restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases, (ii) Buyer shall assume the responsibility for the performance or completion of the repair or restoration, as the case may be, at Closing, and (iii) in the case of damage or destruction, (a) Buyer shall receive a credit at Closing in an amount equal to Seller’s deductible under its casualty insurance policy, and (b) Seller shall reasonably cooperate with Buyer to collect the insurance proceeds due from Seller’s insurer, which obligation shall survive the ClosingProperty; provided, however, that in connection with the performance of any such damage pre-Closing restoration shall be subject to Buyer’s approval, which approval shall not be unreasonably withheld or destruction to the Property (and not in connection with any such taking), if Seller shall have commenced restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases prior to Closing, thendelayed. Additionally, at Seller’s option, and in lieu of the assignment, assumption and credit contemplated by parts (i), (ii) and (iii)(a) aboveClosing, Seller shall have provide Buyer with a credit in the right to escrow with the Escrow Agent at Closing pursuant to an escrow agreement in form and substance reasonably satisfactory to Seller and Buyer an amount equal to the reasonably estimated cost to complete such restoration (the “Repair Deposit”), provided that the Repair Deposit need not be in excess of (i) the balance of any unused deductibles due under any applicable insurance proceeds received by Seller in connection with such damage or destruction, plus (ii) any deductible under Seller’s casualty insurance policy, and provided, further, that such escrow agreement will provide that (a) policies for any portion of the Repair Deposit remaining Property that is the subject of Damage. Furthermore, Seller shall fully cooperate with Buyer in escrow the adjustment and settlement of any insurance claim. The proceeds and benefits under any rent loss or business interruption policies attributable to the period following completion the Closing shall likewise be transferred and paid over (and, if applicable, likewise credited on an interim basis) to Buyer. The provisions of such restoration by Buyer this Section 12.5 shall be returned to Seller, and (b) Buyer shall be responsible for survive the cost of completion of such restoration in excess of the Repair DepositClosing.

Awards and Proceeds. If a casualty or condemnation that is not a Material Casualty or a Material Condemnation shall occur or Buyer does not elect to or is not entitled to terminate this Agreement following any notice of a threat of taking Material Condemnation or taking by condemnation or notice of damage or destruction to the PropertyMaterial Casualty, as provided above, this Agreement shall remain in full force and effect and the conveyance of the Property contemplated herein, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, if applicable, shall be effected with no further adjustments. Seller shall have no obligation to restore, repair and replace any portion of the Property or any such damage or destruction. At the Closing, (i) Seller shall credit the amount of any applicable deductibles to Buyer and assign, transfer and set over to Buyer all of Seller’s 's right, title and interest in and to any awards, payments or insurance proceeds and deductibles available to Seller for (a) the actual value of the property lost or destroyed and (b) the cost to repair the remaining Property (in the case of a taking) or the cost to repair the Property, up to but not in excess of the Purchase Price, that have been or may thereafter be made for any such taking, sale in lieu thereof or damage or destruction, less the amount (x) of all costs incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any awards or other proceeds for such taking by eminent domain or condemnation or any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction and/or (x) attributable to lost rents or items applicable to any period prior to the extent such awardsClosing Date. In the event the casualty or condemnation is not a Material Casualty or a Material Condemnation and, payments prior to the Closing, sufficient insurance proceeds are not received or proceeds shall not have theretofore been used for restoration of the Property pursuant to a plan of restoration approved committed in writing by Buyer or pursuant the insurance carrier sufficient to the Leases, (ii) Buyer shall assume the responsibility for the performance or completion of the repair or restorationrestore the Property, as the case may beor such casualty or condemnation is uninsured, at Closing, and (iii) in the case of damage or destruction, (a) Seller shall give Buyer shall receive a credit at Closing in an amount equal sufficient to Seller’s deductible under its casualty insurance policy, and (b) Seller shall reasonably cooperate with Buyer to collect the insurance proceeds due from Seller’s insurer, which obligation shall survive the Closing; provided, however, that in connection with any such damage or destruction to the Property (and not in connection with any such taking), if Seller shall have commenced restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases prior to Closing, then, at Seller’s option, and in lieu of the assignment, assumption and credit contemplated by parts (i), (ii) and (iii)(a) above, Seller shall have the right to escrow with the Escrow Agent at Closing pursuant to an escrow agreement in form and substance reasonably satisfactory to Seller and Buyer an amount equal to the reasonably estimated cost to complete such restoration (the “Repair Deposit”), provided that the Repair Deposit need not be in excess of (i) the balance of any unused insurance proceeds received by Seller in connection with such damage or destruction, plus (ii) any deductible under Seller’s casualty insurance policy, and provided, further, that such escrow agreement will provide that (a) any portion of the Repair Deposit remaining in escrow following completion of such restoration by Buyer shall be returned to Seller, and (b) Buyer shall be responsible pay for the cost unpaid as of completion of such restoration in excess Closing for repair of the Repair Depositapplicable damage (i.e., to restore the Property to substantially the same condition as immediately before such casualty or condemnation), such amount to be determined by the Appraiser.

Awards and Proceeds. If Buyer does not elect to or is not entitled to terminate this Agreement following any notice of a threat of taking or taking by condemnation or notice of damage or destruction to the Property, as provided above, this Agreement shall remain in full force and effect and the conveyance of the Property contemplated herein, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustments. At the Closing, (i) Seller shall assign, transfer and set over to Buyer all of Seller’s 's right, title and interest in and to any awards, payments or insurance proceeds for (a) the actual value of the property Property lost or destroyed and (b) the cost to repair the remaining Property (in the case of a taking) or the cost to repair the Propertydestroyed, up to but not in excess of the Purchase Price, that have been or may thereafter be made for any such taking, sale in lieu thereof or damage or destruction, to the extent such awards, payments or proceeds shall not have theretofore been used for restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant and, in the event of destruction to the LeasesBuilding and if Buyer does not receive the actual value of the Property destroyed, (ii) or the full Purchase Price, whichever is less, Buyer shall assume the responsibility for the performance or completion of the repair or restoration, as the case may be, at Closing, and (iii) in the case of damage or destruction, (a) Buyer shall receive be entitled to a credit at Closing against the Purchase Price in an amount equal to Seller’s deductible under its casualty insurance policy, and (b) Seller shall reasonably cooperate with Buyer to collect the any reduction in insurance proceeds due from Seller’s insurer, which obligation shall survive attributable to any deductible amount in the Closing; provided, however, that applicable insurance policy (but not to exceed the amount of any deficiency in connection with any such damage actual value or destruction Purchase Price (whichever is less) received by Buyer at such time) if Buyer has elected to proceed to Closing and if the Property (and has not in connection with any such taking)been, if or is not being, restored by Seller shall have commenced restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases prior to Closing, then, at Seller’s option, and in lieu of the assignment, assumption and credit contemplated by parts (i), (ii) and (iii)(a) above, Seller shall have the right to escrow with the Escrow Agent at Closing pursuant to an escrow agreement in form and substance reasonably satisfactory to Seller and Buyer an amount equal to the reasonably estimated cost to complete such approved restoration (the “Repair Deposit”), provided that the Repair Deposit need not be in excess of (i) the balance of any unused insurance proceeds received by Seller in connection with such damage or destruction, plus (ii) any deductible under Seller’s casualty insurance policy, and provided, further, that such escrow agreement will provide that (a) any portion of the Repair Deposit remaining in escrow following completion of such restoration by Buyer shall be returned to Seller, and (b) Buyer shall be responsible for the cost of completion of such restoration in excess of the Repair Depositplan.

Awards and Proceeds. If a casualty or condemnation that is not a Material Casualty or a Material Condemnation shall occur or Buyer does not elect to or is not entitled to terminate this Agreement following any notice of a threat of taking Material Condemnation or taking by condemnation or notice of damage or destruction to the PropertyMaterial Casualty, as provided above, this Agreement shall remain in full force and effect and the conveyance of the Property contemplated herein, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustments. Seller shall have no obligation to restore, repair, and replace any portion of the Property or any such damage or destruction. At the Closing, (i) Seller shall assign, transfer transfer, and set over to Buyer all of Seller’s right, title title, and interest in and to any awards, payments payments, or insurance proceeds available to Seller for (a) the actual value of the property lost or destroyed and (b) the cost to repair the remaining Property (in the case of a taking) or the cost to repair the Property, up to but not in excess of the Purchase Price, that have been or may thereafter be made for any such taking, sale in lieu thereof thereof, or damage or destruction, to less the extent amount of all third party costs incurred by Seller in connection with any emergency repair of such awards, payments or proceeds shall not have theretofore been used for restoration of the Property pursuant to a plan of restoration approved in writing by Buyer or pursuant to the Leases, (ii) Buyer shall assume the responsibility for the performance or completion of the repair or restoration, as the case may be, at Closing, and (iii) in the case of damage or destruction, (a) plus the amount of any deductible, if any, that Buyer may be responsible for, shall receive be a credit at Closing in an amount equal to Seller’s deductible under its favor of Buyer against the Purchase Price. Additionally, in the event of any uninsured casualty insurance policy, and (b) Seller shall reasonably cooperate with Buyer to collect the insurance proceeds due from Seller’s insurer, which obligation shall survive the Closing; provided, however, that in connection with any such damage or destruction to the Property (and that is not in connection with any such taking), if Seller shall have commenced restoration the nature of the Property pursuant to a plan of restoration approved in writing normal maintenance and repair as historically determined by Buyer or pursuant to the Leases prior to Closing, then, at Seller’s option, and in lieu of the assignment, assumption and credit contemplated by parts (i), (ii) and (iii)(a) above, Seller shall have the right to escrow with either repair the Escrow Agent Property to its condition prior to such uninsured casualty or grant Buyer a credit towards the Purchase Price at Closing pursuant for the total cost to an escrow agreement in form and substance reasonably satisfactory to repair such casualty, as determined by a third party contractor selected by Seller and Buyer an amount equal to the reasonably estimated cost to complete such restoration (the “Repair Deposit”), provided that the Repair Deposit need not be in excess of (i) the balance of any unused insurance proceeds received approved by Seller in connection with such damage or destruction, plus (ii) any deductible under Seller’s casualty insurance policy, and provided, further, that such escrow agreement will provide that (a) any portion of the Repair Deposit remaining in escrow following completion of such restoration by Buyer shall be returned to Seller, and (b) Buyer shall be responsible for the cost of completion of such restoration in excess of the Repair DepositBuyer.