Common use of Casualty or Condemnation Clause in Contracts

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 (10%) of the gross leasable area of the Property are terminable on account thereof (notwithstanding any necessary repairs, replacements or alterations required under the Leases are diligently pursued by the landlord thereunder) and the tenant or tenants under such Leases have not waived their termination rights OR, (e) 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 and such abatement of rent for Leases representing ten percent (10%) or more of the gross leasable area of the Property is not covered and paid for by insurance coverage of Subsidiary which payments continue after the Closing Date (or other alternative payment arrangements are not implemented by Cordish Affiliate at no cost and expense to Subsidiary which are reasonably acceptable by Inland Affiliate), THEN Inland Affiliate, at its sole option, may elect either to (x) terminate this Agreement by written notice to Holding Company and receive an immediate return of the Xxxxxxx Money and neither party shall have any further liability to the other hereunder; or (y) accept Subsidiary's rights to all casualty insurance and condemnation proceeds with respect thereto with no reduction in the Capital Contribution (except for the amount of any deductible under existing insurance policies), it being understood and agreed that, in such event, Cordish Affiliate shall cooperate with Inland Affiliate in the adjustment and settlement of the insurance or condemnation claim. 6.2.8.3. If there is a dispute between Inland Affiliate and Holding Company with respect to the cost of repair, restoration or replacement with respect to the matters set forth in this Section 6.2.8, an engineer designated by Holding Company and an engineer designated by Inland Affiliate 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 shall be shared equally by Inland Affiliate and Holding Company.

Casualty or Condemnation. If prior to on or before the Closing Date all or any part of the Property is destroyed or damaged by fire or is taken by condemnationany other cause, or if eminent domain proceedings are instituted, or other governmental acquisition provisionsa notice of condemnation is given, then the following procedures shall apply: (a) If the reasonable estimated cost of repair with respect to all 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 portion of the Property, Seller shall promptly notify Purchaser thereof. If such abatement damage or destruction is repaired at the sole cost and expense of rent Seller prior to Closing to the same condition existing prior to such damage or destruction, or if such damage or destruction does not exceed $100,000 (as determied by Seller's insurer in its reasonable discretion) and such damage or destruction is fully covered by Seller's insurance (provided, that if such damage or destruction is not fully covered by Seller's insurance Seller may, at its option, pay or credit Purchaser in any amount equal to the shortfall, in which event such damage or destruction will be deemed fully covered by Seller's insurance), or if the value of any land taken or to be taken does not eceed $100,000 or does not in Purchaser's reasonable judgment constitute a material part of the Property or does not adversely affect the existing zoning with respect to the Property , Purchaser shall be bound to purchase the Property without reduction in the Purchase Price. In the event of (a) damage to or destruction of all or any part of the Property of $100,000 or more and paid for Seller fails to repair such damage or destruction as provided herein, or (b) the institution or giving of notice of eminent domain proceedings with respect to all or any part of the Property the value of which exceeds $100,000, Purchaser or Seller shall have the right to terminate this Agreement by insurance coverage of Subsidiary which payments continue after giving written notice to the other on or before the Closing Date (and in the event Purchaser or other alternative payment arrangements are implemented by Cordish Affiliate at Seller excercises such right to terminate this Agreement, the Escrow Agent shall make a Refund, whereupon no cost party hereto shall have rights,obligations or liabilities hereunder. In the event of any unrepaired damage or eminent domain proceedings which would permit termination hereunder and expense neither party elects to Subsidiary which are reasonably acceptable by Inland Affiliate)terminate, THEN this condition or if Purchaser is required to proceed permit termination hereunder , the Closing Deed shall be subject to any such eminent domain proceeding, such taking shall be deemed waived by Inland Affiliatea Permitted Exxception, and Inland Affiliate Seller shall proceed deliver to Purchaser on the ClosingClosing Date an assignment in a form reasonably satisfactory to Purchaser of all of Seller's right, with the exception of a credit thereto title and interest in and to any eminent domain, award or insurance claim (including rental insurance except for any applicable deductible, the Capital Contribution shall not be reduced, and Inland Affiliate shall retain the sole benefit, through Subsidiary, of all casualty rental 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 prior to 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 Thresholdand any deductible with respect thereto, OR (d) Leases representing more than ten percent (10%) of the gross leasable area of the Property are terminable on account thereof (notwithstanding any necessary repairs, replacements or alterations required under the Leases are diligently pursued by the landlord thereunder) and the tenant or tenants under such Leases have not waived their termination rights OR, (e) to the extent abatement of rent occurs as a result not previously applied to restoration of the damageProperty, but the Purchase Price shall not be affected by any such condemnation, damage or destruction or condemnation that continues after the Closing Date with regard to Leases and such abatement of rent for Leases representing ten percent (10%) or more of the gross leasable area of the Property is not covered and paid for by insurance coverage of Subsidiary which payments continue after the Closing Date (or other alternative payment arrangements are not implemented by Cordish Affiliate at no cost and expense to Subsidiary which are reasonably acceptable by Inland Affiliate), THEN Inland Affiliate, at its sole option, may elect either to (x) terminate this Agreement by written notice to Holding Company and receive an immediate return of the Xxxxxxx Money and neither party shall have any further liability to the other hereunder; or (y) accept Subsidiary's rights to all casualty insurance and condemnation proceeds with respect thereto with no reduction although in the Capital Contribution (except for event of a casualty, Purchaser will receive a credit against the amount of Purchase Price equal to any deductible under existing insurance policieson Seller's casualty insurance), it being understood and agreed that, in such event, Cordish Affiliate shall cooperate with Inland Affiliate in the adjustment and settlement of the insurance or condemnation claim. 6.2.8.3. If there is a dispute between Inland Affiliate and Holding Company with respect to the cost of repair, restoration or replacement with respect to the matters set forth in this Section 6.2.8, an engineer designated by Holding Company and an engineer designated by Inland Affiliate 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 shall be shared equally by Inland Affiliate and Holding Company.

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. 6.2.8.2. (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 (10%) of the gross leasable area of the Property are terminable on account thereof (notwithstanding any necessary repairs, replacements or alterations required under the Leases are diligently pursued by the landlord thereunder) and the tenant or tenants under such Leases have not waived their termination rights ORor, (e) to the extent abatement of rent occurs as a result of the damage, destruction or condemnation that continues after the Closing Date with with, regard to Leases and such abatement of rent for Leases representing ten percent (10%) or more of the gross leasable area of the Property is not covered and paid for by insurance coverage of Subsidiary which payments continue after the Closing Date (or other alternative payment arrangements are not implemented by Cordish Affiliate at no cost and expense to Subsidiary which are reasonably acceptable by Inland Affiliate), THEN Inland Affiliate, at its sole option, may elect either to (x) terminate this Agreement by written notice to Holding Company and receive an immediate return of the Xxxxxxx Money and neither party shall have any further liability to the other hereunder; or (y) accept Subsidiary's rights to all casualty insurance and condemnation proceeds with respect thereto with no reduction in the Capital Contribution (except for the amount of any deductible under existing insurance policies), it being understood and agreed that, in such event, Cordish Affiliate shall cooperate with Inland Affiliate in the adjustment and settlement of the insurance or condemnation claim. 6.2.8.3. If there is a dispute between Inland Affiliate and Holding Company with respect to the cost of repair, restoration or replacement with respect to the matters set forth in this Section 6.2.8, an engineer designated by Holding Company and an engineer designated by Inland Affiliate shall select an independent engineer licensed to practice in the jurisdiction where the Property is located located- who shall resolve such dispute. All fees, costs and expenses of this third engineer shall be shared equally by Inland Affiliate and Holding Company.

Casualty or Condemnation. If If, prior to the Closing all Building 1 Closing, ------------------------ Building 1 shall suffer any damage or any part of the Property destruction that is destroyed not material or damaged a condemnation 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 proceeding that 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 arenot material: (i) such casualty or condemnation shall not terminable on account thereof (assuming any necessary repairs, replacements or alterations required under affect the Leases are diligently pursued by obligations of the landlord thereunder), and/or parties to consummate the Building 1 Closing; and (ii) if so terminablethe Building 1 Closing shall occur hereunder, 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 without any reduction of the damageBuilding 1 Contribution Value; provided, destruction however, that if Parkway Corp. does not maintain the "all-risk" property insurance (in the amount of full replacement value), and rental abatement insurance, which it currently maintains, or condemnation that continues after the Closing Date with regard to Leases for ten percent (10%) or more if there is a casualty which is uninsured which exceeds $100,000 in excess 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, then NYSTRS, in its sole and absolute discretion, may terminate this Agreement. If, after the Capital Contribution shall not be reduced, date hereof 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 prior to the period following Building 1 Closing, Building 1 shall suffer a material casualty or shall be subject to a material condemnation, then NYSTRS shall have the Closing. (a) If any option to terminate this Agreement, upon notice to Parkway Corp. given not later than 15 days after receipt of such notice, or the Outside Closing Date, whichever is earlier. For the purposes of this Section, a "material point of ingress casualty" means a casualty exceeding $1,000,000 in damages as reasonably determined by a contractor selected by Parkway Corp. and subject to NYSTRS reasonable approval or egress pursuant 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 which Tenants representing five percent (5%) or more of any parking located upon the Property is either taken (net operating income have a right to terminate their leases, and a "material condemnation" means proceedings, or threatened proceedings, in eminent domain where (i) the award exceeds or is reasonably expected to be taken), OR exceed $1,000,000 or (cii) 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 reasonably expected to materially impair access or (diii) Leases representing more than ten percent (10%) of the gross leasable area of the Property are terminable on account thereof (notwithstanding any necessary repairs, replacements or alterations required under the Leases are diligently pursued by the landlord thereunder) and the tenant or tenants under such Leases have not waived their termination rights OR, (e) 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 and such abatement of rent for Leases taking Tenants representing ten five percent (10%5%)of the net operating income have a right to terminate their leases. If, in any case, the Building 1 Closing proceeds: (i) or more of the gross leasable area of the Property is not covered Parkway Corp. shall transfer, assign and paid for by insurance coverage of Subsidiary which payments continue after the Closing Date (or other alternative payment arrangements are not implemented by Cordish Affiliate at no cost and expense to Subsidiary which are reasonably acceptable by Inland Affiliate), THEN Inland Affiliate, at its sole option, may elect either to (x) terminate this Agreement by written notice to Holding Company and receive an immediate return of the Xxxxxxx Money and neither party shall have any further liability pay to the other hereunder; or LLC (yA) accept Subsidiary's rights to in the case of a casualty, all casualty insurance and condemnation proceeds with respect thereto to such casualty previously received by Parkway Corp. and all rights of Parkway Corp. to any insurance proceeds remaining to be paid with no reduction in respect to such casualty (and Parkway Corp. shall credit the Capital LLC by reducing the Building 1 Contribution (except for Value by the amount of any deductible under existing insurance policies)uninsured loss, it being understood and agreed that, in such event, Cordish Affiliate shall cooperate with Inland Affiliate including the deductible) or (B) in the adjustment case of a condemnation all proceeds and settlement of the insurance or condemnation claim. 6.2.8.3. If there is a dispute between Inland Affiliate and Holding Company awards with respect to the cost such condemnation theretofore received by Seller and all rights of repairSeller to receive any such awards, restoration payments or replacement proceeds remaining to be paid with respect to such Condemnation, in each case of (A) or (B): (1) less any such proceeds or awards payable in respect of business interruption or loss of rental income for periods prior to the matters set forth Building 1 Closing Date, (2) less any amounts paid or incurred by Parkway Corp. to protect or restore Building 1, (3) less any reasonable amounts (including reasonable attorneys' fees) paid by Parkway Corp. to claim for or collect such proceeds or awards and (4) subject to the requirements of the Loan Documents, Leases in Building 1 or other contracts relating to Building 1. Notwithstanding the foregoing, if Parkway Corp. has maintained its insurance as aforesaid, but the amount of the insured loss (including the deductible) exceeds $1,000,000, Parkway Corp. shall not be required to proceed to the Building I Closing and may terminate this Section 6.2.8, an engineer designated by Holding Company and an engineer designated by Inland Affiliate shall select an independent engineer licensed Agreement (subject to practice in the jurisdiction where the Property is located who shall resolve such dispute. All fees, costs and expenses of this third engineer shall be shared equally by Inland Affiliate and Holding Companysurviving obligations hereunder).

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 19 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 (10%) of the gross leasable area of the Property are terminable on account thereof (notwithstanding any necessary repairs, replacements or alterations required under the Leases are diligently pursued by the landlord thereunder) and the tenant or tenants under such Leases have not waived their termination rights OR, (e) 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 and such abatement of rent for Leases representing ten percent (10%) or more of the gross leasable area of the Property is not covered and paid for by insurance coverage of Subsidiary which payments continue after the Closing Date (or other alternative payment arrangements are not implemented by Cordish Affiliate at no cost and expense to Subsidiary which are reasonably acceptable by Inland Affiliate), THEN Inland Affiliate, at its sole option, may elect either to (x) terminate this Agreement by written notice to Holding Company and receive an immediate return of the Xxxxxxx Money and neither party shall have any further liability to the other hereunder; or (y) accept Subsidiary's rights to all casualty insurance and condemnation proceeds with respect thereto with no reduction in the Capital Contribution (except for the amount of any deductible under existing insurance policies), it being understood and agreed that, in such event, Cordish Affiliate shall cooperate with Inland Affiliate in the adjustment and settlement of the insurance or condemnation claim. 6.2.8.3. If there is a dispute between Inland Affiliate and Holding Company with respect to the cost of repair, restoration or replacement with respect to the matters set forth in this Section 6.2.8, an engineer designated by Holding Company and an engineer designated by Inland Affiliate 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 shall be shared equally by Inland Affiliate and Holding Company.