Common use of Condemnation and Casualty Clause in Contracts

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof, or the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "Material" (as such term is hereinafter defineddefined below), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or the Closing Datedate of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligationsas otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but but: (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, ; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductiblePrice.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller and Escrow Agent given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit (including the interest thereon) shall promptly be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs costs, in either case to the extent actually incurred or expended by Seller (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit to Purchaser in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, on or prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs actually incurred (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement or rent loss insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is applicable Properties are taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen either (15i) days after receipt of Seller’s notice thereof, or extend the Scheduled Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except Date solely with respect to the Surviving Termination Obligationsapplicable Property for a time reasonably required by Seller to repair any damage or destruction with respect to the applicable Property (and the Scheduled Closing Date shall proceed as scheduled with respect to all other Properties), or (ii) proceed to Closing in accordance with the terms of Section 12.1. If this Agreement is not terminatedPurchaser elects to proceed to Closing, then Seller shall not be obligated to repair any damage or destruction with respect to the applicable Property, but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "Material" (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductiblePrice.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "MATERIAL" (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, payable with respect to such casualty or condemnation, including any rent abatement insurance for such casualty payable for any period after the Closing Date, net of any costs of repairs (made by or on behalf of Seller prior to the Closing) and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. (a) If, prior to before the Closing Date(as defined in the Purchase and Sale Agreement), all or any portion of Optionor receives notice that the Property is taken by eminent domainto be wholly condemned, or is to be condemned in such substantial part as would materially and adversely effect the subject of a pending taking which has not been consummatedOptionee's ability to operate its business on the Property, or if the Property is wholly destroyed or damaged by fire or other casualty, Seller or if so much of the Property is damaged by fire or other casualty to the extent that the cost of repairing such damage shall notify Purchaser amount to at least twenty-five percent (25%) of the Purchase Price as determined by the casualty insurer insuring the Property, then, in writing of any such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined)event, Purchaser Optionee, in the event it has already exercised the Option, shall have the option right to terminate this Agreement upon by delivering notice of such termination in writing to Seller given not later than fifteen Optionor within thirty (1530) days after receipt of Seller’s notice thereofof such condemnation or casualty, or the Closing Dateand Optionor and Optionee shall each be released and discharged from any obligation to each other hereunder; provided, whichever is earlier. If however, that if Optionee elects not to terminate this Agreement is terminatedafter it has exercised the Option, neither Seller nor Purchaser the purchase contemplated herein shall have any further rights or obligations be consummated without reduction to the other hereunder except with respect Purchase Price, but Optionee shall be entitled to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all proceeds of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) Optionor shall have no responsibility for the parties shall proceed to Closing pursuant to the terms hereof without abatement restoration and repair of the Purchase Price except for a credit in the amount of the applicable insurance deductibleProperty.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be immediately returned to Purchaser from the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds and the insurance deductible or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductiblePrice.

Condemnation and Casualty. If, In the event that prior to the Closing Date, all or any portion of the Real Property or Improvements is taken by eminent domain, or notice is the subject given to Seller of a pending proposed taking which has not been consummated, pursuant to eminent domain proceedings or is the Improvements are materially damaged or destroyed or damaged by fire or other any casualty, Seller shall notify give Purchaser in writing prompt written notice of such fact promptly the same after Seller obtains knowledge Seller’s discovery thereof. If Seller shall have no obligation to repair or replace (or cause to be repaired or replaced) any such damage, destruction or taken property, and Purchaser shall have no right to terminate this Agreement by reason thereof, except as expressly provided in this Article IX. Except to the extent any condemnation proceeds or insurance proceeds are (x) attributable to loss of use of the Property or other items applicable to any period prior to the Closing, or (y) required for collection or repair costs incurred by Seller prior to the Closing, at Closing Seller shall (i) assign to Purchaser all claims respecting any condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty, as applicable, and (ii) provide a credit to Purchaser in an amount equal to the deductibles for such insurance, less any repair costs incurred by Seller prior to the Closing. Notwithstanding the foregoing provisions of this Article IX, in the event that prior to the Closing eminent domain proceedings are commenced or notice is provided to Seller concerning such impending proceedings for the condemnation of the Real Property or Improvements (or a portion thereof), and such condemnation constitutes a Material Taking (as such term is hereinafter defineddefined below), then Purchaser shall have the option right to terminate this Agreement upon by written notice to Seller given not later than fifteen within ten (1510) days after receipt of Seller’s written notice thereof, from Seller of such condemnation or the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductibleimpending proceedings.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "Material" (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any all costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined), Purchaser shall have the option may elect to terminate this Agreement upon by providing written notice of such termination to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If Purchaser elects to terminate this Agreement, the Deposit shall be promptly returned to Purchaser, this Agreement is terminated, neither shall terminate thereupon and Purchaser and Seller nor Purchaser shall have any no further rights or obligations to the each other hereunder under this Agreement except with respect to the Surviving Termination Obligationsthose that expressly survive termination of this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction (other than to satisfy or cure any requirement of law, insurance company or health and safety matter) but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any actual out-of-pocket costs of repairs and net of reasonable actual out-of-pocket collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, along with a credit for any deductible under such insurance and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductiblePrice.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which that has not been consummated, or is destroyed or damaged by fire or other casualty, Seller Contributor shall notify Purchaser in writing the Company of such that fact promptly after Seller Contributor obtains knowledge thereof. If such the condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall the Company will have the option to terminate this Agreement upon notice to Seller Contributor given not later than fifteen (15) days after receipt of SellerContributor’s notice thereof, or the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller Contributor nor Purchaser shall the Company will have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligationshereunder. If this Agreement is not terminated, Seller shall Contributor will not be obligated to repair any damage or destruction but (x) Seller Contributor shall assign and turn over to Purchaser the Company all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been yet awarded, all of its right to receive the sameright, title, and interest therein) paid payable with respect to such the fire or other casualty or condemnation, including any rent abatement insurance accruing after for the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing will occur pursuant to the terms hereof without abatement of the Purchase Price Consideration except for a credit in the amount of any deductible under applicable insurance, together with a credit for any uninsured amounts or underinsured amounts. The Company will have the applicable insurance deductibleright to participate in the negotiations and settlement of any casualty-related claim in the event the Company elects to proceed with Closing.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (xa) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. .. If, prior to the Closing DateClosing, all or any portion of the Real Property is taken by condemnation or eminent domain, or is becomes the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other any casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen ten (1510) days after receipt of Seller’s 's notice thereofand, or if applicable, the Closing Date, whichever is earlierDate shall be extended to provide Purchaser such ten (10) days. If this Agreement is terminated, neither Seller nor the Deposit (and any interest thereon) shall be returned to Purchaser and the parties shall have any no further rights or obligations to the other hereunder under this Agreement (except with respect to the Surviving Termination Obligationsfor those obligations which expressly survive termination). If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but but: (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (yi) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for Price; and (ii) at Closing, Seller shall either pay to Purchaser, or assign to Purchaser the right to receive, all condemnation proceeds or insurance proceeds paid or awarded to Seller, or if such have not been awarded, all of Seller’s right, title and interest therein, payable with respect to such condemnation or fire or other casualty; and (iii) with respect to any casualty insurance proceeds, Purchaser shall receive a credit against the Purchase Price for any deductible that may be required in the amount of the applicable connection with such insurance deductibleproceeds.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs actually incurred by Seller (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. (A) If, prior to before the Closing Date(as defined in the Purchase and Sale Agreement), all or any portion of Seller receives notice that the Property is taken by eminent domainto be wholly condemned, or is to be condemned in such substantial part as would materially and adversely effect the subject of a pending taking which has not been consummatedBuyer's ability to operate its business on the Property, or if the Property is wholly destroyed or damaged by fire or other casualty, Seller or if so much of the Property is damaged by fire or other casualty to the extent that the cost of repairing such damage shall notify Purchaser amount to at least twenty-five percent (25%) of the Purchase Price as determined by the casualty insurer insuring the Property, then, in writing of any such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined)event, Purchaser Buyer, in the event it has already exercised the Option, shall have the option right to terminate this Agreement upon by delivering notice of such termination in writing to Seller given not later than fifteen within (1530) days after receipt of Seller’s notice thereofof such condemnation or casualty, or the Closing Dateand Seller and Buyer shall each be released and discharged from any obligation to each other hereunder; provided, whichever is earlier. If however, that if Buyer elects not to terminate this Agreement is terminatedafter it has exercised the Option, neither Seller nor Purchaser the purchase contemplated herein shall have any further rights or obligations be consummated without reduction to the other hereunder except with respect Purchase Price, but Buyer shall be entitled to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all proceeds of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) Seller shall have no responsibility for the parties shall proceed to Closing pursuant to the terms hereof without abatement restoration and repair of the Purchase Price except for a credit in the amount of the applicable insurance deductibleProperty.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "Material" (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or (and the Closing Date, whichever is earlierDate shall be extended to allow such fifteen (15) day period to run if necessary). If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (xa) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, access to the Premises or all or any portion of the Property is and/or the Premises is/are taken by condemnation or eminent domain, domain that is not by or on behalf of Buyer or is the subject of a pending taking which has not been consummated, or is consummated (a “Condemnation”) the Property and/or the Premises is/are destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereofcasualty (a “Casualty”). If Xxxxx is unable to use the Premises in a manner substantially comparable to Buyer’s use of the Premises prior to such condemnation Casualty or casualty is Material (Condemnation, as such term is hereinafter defined)reasonably determined by Xxxxx, Purchaser Buyer shall have the option right to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof, or prior to the Closing Date, whichever is earlierClosing. If this Agreement is so terminated, then neither Seller nor Purchaser Buyer shall have any further rights or obligations to the other hereunder except with respect to under the Surviving Termination ObligationsPurchase and Sale Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (xa) Seller shall assign assign, without recourse, and turn over to Purchaser Buyer all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty Casualty or condemnation, and (yb) the parties Parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a Purchase Price credit in the amount of the applicable insurance deductible, if any, and any other adjustments set forth in the Purchase and Sale Agreement.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "MATERIAL" (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or the Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (xa) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to after the Effective Date but on or before the Closing Date, all the Property or any portion of the Property is taken thereof shall be (i) damaged or destroyed by eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof, or the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation(ii) taken as a result of any condemnation or eminent domain proceeding (or upon Seller receiving written notice of such condemnation or eminent domain proceeding), including any rent abatement insurance accruing after Seller shall promptly notify Buyer and, at Closing, Seller will credit against the Purchase Price payable by Buyer at the Closing for an amount equal to the net proceeds (other than on account of business or rental interruption relating to the period prior to Closing), if any, received by Seller as a result of such casualty or condemnation, and plus the amount of any deductible payable by Buyer (unless such casualty or condemnation constitutes a Material Casualty or Material Condemnation, as applicable) (provided that the amount of the credit for the deductible shall not be more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds (less the deductible) and coverage to be assigned to Buyer), less any amounts spent by Seller to restore the Property. Subject to Section 9.2(d), if as of the Closing Date, Seller has not received any such insurance or condemnation proceeds, then the parties shall proceed to nevertheless consummate on the Closing pursuant to Date the terms hereof without abatement conveyance of the Purchase Price Assets (without any credit for such insurance or condemnation proceeds except for a credit for any deductible payable by Buyer under such insurance) and Seller will at the Closing assign to Buyer all rights of Seller, if any, to the insurance or condemnation proceeds (other than on account of business or rental interruption relating to the period prior to Closing) and to all other rights or claims arising out of or in the amount of the applicable insurance deductibleconnection with such casualty or condemnation.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the Closing Date, whichever is earlier. If this Agreement is terminated, thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs to the extent actually incurred or expended by Seller (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. IfIn the event Seller receives notice of any condemnation proceedings, prior notice of the intention of any governmental or quasi-governmental authority to initiate condemnation proceedings, or if any such proceedings commence, or an actual condemnation or taking of the Closing Date, all Real Property or any portion thereof occurs, which in any such event takes more than ten percent (10%) of the Property is taken by eminent domainProperty, or there occurs a casualty at or on the Property the cost of repair for which is $200,00.00 or more, Seller will promptly notify Purchaser and Purchaser may, within thirty (30) days thereafter (i) elect to terminate this Agreement, in which event, the subject Deposit shall be returned to Purchaser and the parties shall be relieved of a pending taking which has all further liability hereunder except as specifically set forth elsewhere in this Agreement; or (ii) if Purchaser does not been consummatedelect to terminate this Agreement, claim the condemnation award or, as applicable, casualty insurance proceeds as well as any unpaid claims or rights in connection therewith and such claims and awards shall be assigned to Purchaser at Settlement (and in the event of casualty, together with the amount of any deductible on Seller's insurance policy), or is destroyed or damaged by fire or other casualtyif paid to Seller prior to Settlement, Seller shall notify be credited at Settlement against the Purchase Price. In the event Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (does not terminate this Agreement as such term is hereinafter defined)aforesaid, Purchaser shall have the option right to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof, or negotiate with the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awardscondemning authority and/or applicable insurer, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if Seller agrees that it shall neither negotiate nor compromise with such have not been awarded, all of its right to receive the same) paid with respect to such fire authority or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing pursuant to the terms hereof insurer without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductiblePurchaser's prior written consent.

Condemnation and Casualty. If, prior to the applicable Closing Date, all or any portion of the Property is Properties are taken by condemnation or eminent domain, or is are the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofnotice, or the applicable Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material "Material" (as such term is hereinafter defineddefined below), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof's notice, or the Closing Datedate of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligationsas otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but but: (x) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, condemnation including any rent abatement insurance accruing after the Closing for such casualty or condemnation, ; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductible.Price. B.

Condemnation and Casualty. If, prior to If at any time during the Closing Date, all Term the Premises are in whole or any portion of the Property is taken in part (i) materially damaged or destroyed by eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof, or the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation(ii) taken for any public or quasi-public use under governmental law, including ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall, at the written election of Landlord or Tenant, terminate as of the date of such damage, destruction or Taking. Any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any rent abatement such damage, destruction or Taking, the parties hereto expressly agreeing that this Section 17 sets forth their entire understanding and agreement with respect to such matters. Upon any fire or other casualty or Taking, Landlord shall be entitled to receive the entire proceeds of the insurance accruing after maintained by Landlord and the Closing entire price or award from any such Taking without, in either case, any payment to Tenant, and Tenant hereby assigns to Landlord Xxxxxx’s interest, if any, in such proceeds or award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such casualty compensation as may be separately awarded or condemnationrecoverable by Tenant for moving expenses and damage to Xxxxxx’s personal property and trade fixtures, and (y) the parties shall proceed if a separate award for such items is made to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a credit in the amount of the applicable insurance deductibleTenant.

Condemnation and Casualty. If, prior to the Closing DateClosing, all or any portion a material part (as hereinafter defined) of the Property is taken by eminent domain, domain or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material (as such term is hereinafter defined), thereof and Purchaser shall have the option option, to be exercised within ten (10) business days after Purchaser receives such notification from Seller, time being of the essence, to terminate this Agreement, in which case the provisions of Section 4.1(d)(ii)(B) hereof shall apply as if this Agreement was terminated pursuant to the terms thereof. For the purposes of this Section, a “material part” of the Property shall mean: (i) a part of the Property which impairs ingress to or egress from the Property: or (ii) the cost to repair the Property as a result such taking or destruction is reasonably determined to be in excess of $500,000. If Purchaser does not elect to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereofas aforesaid, or the Closing Date, whichever is earlier. If this Agreement is terminated, neither Seller nor Purchaser there shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (x) Seller shall assign and turn over to Purchaser all of the insurance proceeds or condemnation awards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the same) paid with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (y) the parties shall proceed to Closing pursuant to the terms hereof without no abatement of the Purchase Price except for and Seller shall assign to Purchaser (without recourse) at the Closing: (A) in the event of a credit condemnation, the rights of Seller to any condemnation awards; and (B) in the event of destruction by fire or other casualty, the rights of Seller to the proceeds (less such amounts to which Seller is entitled by reason of repair and restoration done by, or on behalf of, Seller prior to the Closing), if any, under Seller’s insurance policies covering the Property with respect to such destruction (but not with respect to the amount of the applicable any deductibles), and Purchaser shall be entitled to receive and keep any such proceeds received from such insurance deductiblepolicies.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is Material “Material” (as such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller’s notice thereof, notice. If such Material condemnation or casualty occurs within fifteen (15) days of the Closing Date, whichever is earlierthe Closing Date shall be extended automatically and without further action by the parties, to the date sixteen (16) days after the date of Purchaser’s receipt of Seller’s notice. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except with respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but (xa) Seller shall assign assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation awardsproceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right to receive the sameright, title and interest therein) paid payable with respect to such fire or other casualty or condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation, and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a Purchase Price credit in the amount of the applicable insurance deductible.