Casualty or Condemnation. If, prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.
Casualty or Condemnation. If prior to the Time of Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $750,000.00) are damaged or destroyed by fire or casualty, or if any material part of the Property is subject to any eminent domain notice or proceeding by any governmental entity (which shall mean for purposes of this Section 7.02 a proceeding which affects any units, parking spaces or material amenities), then the BRI Partnership shall have the option, exercisable by written notice given to the Transferor Partners at or prior to the Time of Closing, either to (a) terminate this Agreement, whereupon all obligations of all parties hereto shall cease, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination; or (b) proceed with the contribution and transfer of the Transferor Partnership Interests, and in such case, unless the Transferor Partners shall have previously restored the Property to its condition prior to the occurrence of any such damage or destruction, the Transferor Partners shall pay over or assign to the BRI Partnership, on behalf of the Transferor Partnership, all amounts received or due (plus an amount equal to any deductible under any insurance policy covering the Property) from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking and there shall be no adjustment to the Consideration hereunder. If prior to the Time of Closing, any such damage or destruction shall occur having a replacement cost of less than $750,000.00 or if any eminent domain notice or proceeding is commenced which does not affect any material portion of the Property, the BRI Partnership shall proceed to accept the contribution and transfer of the Transferor Partnership Interests in accordance with the provisions of clause (b) above.
Casualty or Condemnation. If, during the Term, the Facility is (a) totally destroyed by fire or other casualty or there is a Condemnation or (b) partially destroyed by fire or other casualty or there is a partial Condemnation and as a result the Facility is Unsuitable for Use, either Manager or SNH TRS may terminate this Agreement by sixty (60) days written notice to the other and SNH TRS and/or Owner shall be entitled to retain the insurance proceeds or Condemnation award, as the case may be. If, as a result of partial destruction or partial Condemnation, the Facility is not rendered Unsuitable for Use, SNH TRS shall (or shall cause the Owner to) make the insurance proceeds or award received by SNH TRS and/or Owner available to Manager as necessary to repair or restore the destroyed or untaken portion of the Facility to the same condition as existed previously, provided Manager shall have the right to discontinue operating all or a portion of the Facility pending completion of the repairs or restoration as necessary to comply with Legal Requirements or for the safe and orderly operation of the Facility. If the cost of repair or restoration is less than the insurance proceeds or award received by SNH TRS and/or Owner, SNH TRS shall (or shall cause the Owner to) make available the funds necessary to permit the Facility or the untaken portion to be repaired and restored. If the cost of the repair or restoration exceeds the amount of insurance proceeds or award, Manager shall give notice to SNH TRS and Owner setting forth in reasonable detail the nature of such deficiency, and SNH TRS and Owner shall promptly advise Manager whether SNH TRS and/or Owner will fund the deficiency. If neither SNH TRS nor Owner elect to fund the deficiency, Manager may terminate this Agreement by notice to SNH TRS. Any obligation of SNH TRS and/or Owner to make funds available to Manager to repair or restore the Facility is subject to the requirements of any Mortgage. Notwithstanding any provisions of this Section 10.05 to the contrary, if partial destruction or a partial Condemnation occurs during the last twelve (12) months of the Term (including any renewal) and if full repair and restoration would not reasonably be expected to be completed prior to the date that is nine (9) months prior to the end of the Term (including any renewal), the provisions of this Section 10.05 shall apply as if the Facility had been rendered Unsuitable for Use.
Casualty or Condemnation. In the event that prior to the Date of Closing either the Improvements are damaged or destroyed, in whole or in part, by fire or other cause, or any portion of the Land or the Improvements becomes the subject of a condemnation proceeding by a public or quasi-public authority having the power of eminent domain, then either (a) the parties shall proceed with the transaction contemplated herein, in which event Buyer shall be entitled to receive any insurance proceeds or condemnation awards, or (b) in the event such damage, destruction, or condemnation involves, in the reasonable estimation of Seller, a loss in an amount in excess of ten per cent (10%) of the Purchase Price, or loss of all or a material portion of access to the Property, either party, at its option, may terminate this Agreement by notice to the other within ten (10) days of Buyer's receipt of Seller's notice of such damage or proceeding, in which case the Deposit shall be refunded, and thereafter neither party shall have any further obligation or liability to the other by virtue of this Agreement, except as otherwise expressly provided herein.
Casualty or Condemnation. A Casualty Event involving all or substantially all of the Collateral shall occur; or
Casualty or Condemnation. No casualty has occurred or condemnation proceeding has been initiated, which in Lender’s sole and absolute discretion, could have a Material Adverse Effect.
Casualty or Condemnation. During the period from the Opening of Escrow through Closing, all risk of loss from fire or other casualty or condemnation shall be borne by Seller. If, prior to Closing, all or any portion of the Property is damaged by fire or other natural casualty (collectively “Damage”) or is taken or made subject to condemnation, eminent domain, or other governmental acquisition proceedings (collectively “Eminent Domain”), then Seller shall promptly notify Buyer and the following procedures shall apply:
12.1 If the aggregate cost of repair and/or replacement of the Damage (collectively, “repair and/or replacement”) is $50,000 or less, in the opinion of Buyer’s and Seller’s respective engineering consultants, Buyer shall close and take the Property as diminished by such events, subject to a reduction in the Purchase Price applied against the cash otherwise due at the Closing in the full amount of the repair and/or replacement. Any casualty insurance shall be the sole property of Seller.
12.2 If the aggregate cost of repair and/or replacement is greater than $50,000, in the opinion of Buyer’s and Seller’s respective engineering consultants, or in the event of Eminent Domain, then Buyer may terminate this Agreement in which Deposit shall be returned to the Buyer. If Buyer does not elect to terminate this Agreement, then Buyer shall close and take the Property as diminished by such events, subject to a reduction in the Purchase Price applied against the cash otherwise due at the Closing in the full amount of the repair and/or replacement and any casualty insurance shall be the sole property of Seller.
12.3 In the event of a dispute between Seller and Buyer with respect to the cost of repair and/or replacement with respect to the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Buyer shall select an independent engineer licensed to practice in the jurisdiction where the Property is located who shall resolve such dispute. All fees, costs, and expenses of this third engineer so selected shall be shared equally by Buyer and Seller.
Casualty or Condemnation. If prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of Two Million and No/100 Dollars ($2,000,000)) are damaged or destroyed by fire or casualty, or any material part of the Property (for which a condemnation award is in excess of Two Million and No/100 Dollars ($2,000,000)) is taken by eminent domain by any governmental entity, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement or if such damage or destruction or taking has a replacement cost or is in an amount of less than Two Million and No/100 Dollars ($2,000,000), Buyer shall proceed with the purchase of the Property without reduction or offset of the Purchase Price, and in such case, unless Seller shall have previously restored the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking and Buyer shall be entitled to a credit against the Purchase Price equal to the deductible amount, if applicable, under Seller’s insurance policy.
Casualty or Condemnation. If prior to the Closing all or any part of the Property is destroyed or damaged or is taken by condemnation, eminent domain or other governmental acquisition provisions, then the following procedures shall apply:
(a) If the reasonable estimated cost of repair or replacement to be incurred by Subsidiary or the value of the governmental taking is Ten Million and no/100 Dollars ($10,000,000.00) or less (the "THRESHOLD"), AND, (b) if as a result of such damage or taking Leases for at least ninety percent (90%) of the gross leasable area of the Property are: (i) not terminable on account thereof (assuming any necessary repairs, replacements or alterations required under the Leases are diligently pursued by the landlord thereunder), and/or (ii) if so terminable, the tenant or tenants under such Lease or Leases has or have waived its or their termination rights AND, (c) to the extent abatement of rent occurs as a result of the damage, destruction or condemnation that continues after the Closing Date with regard to Leases for ten percent (10%) or more of the gross leasable area of the Property, such abatement of rent is covered and paid for by insurance coverage of Subsidiary which payments continue after the Closing Date (or other alternative payment arrangements are implemented by Cordish Affiliate at no cost and expense to Subsidiary which are reasonably acceptable by Inland Affiliate), THEN this condition to the Closing shall be deemed waived by Inland Affiliate, and Inland Affiliate shall proceed to the Closing, with the exception of a credit thereto for any applicable deductible, the Capital Contribution shall not be reduced, and Inland Affiliate shall retain the sole benefit, through Subsidiary, of all casualty insurance and condemnation proceeds due with respect to such destruction, damage or taking, as well as the proceeds and benefits under any rent loss or business interruption policies attributable to the period following the Closing.
(a) If any material point of ingress or egress to or from the Property is either taken (or threatened to be taken) and cannot be replaced or relocated with a suitable alternative, OR (b) if five percent (5%) or more of any parking located upon the Property is either taken (or threatened to be taken), OR (c) if the cost of reasonable cost of repair or replacement to be incurred by Subsidiary or the value of the casualty or governmental taking is greater than the Threshold, OR (d) Leases representing more than ten percent (...
Casualty or Condemnation. Owner permanently discontinues the operation of the Facility on account of damage to or destruction of, or a taking by (or sale under threat of) eminent domain of, a substantial part of the Facility or pursuant to Section 8.8.
