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 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined 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, or the date 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 as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

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 (defined belowas 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’s notice thereof, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, assign and turn over to Purchaser all of the insurance proceeds or condemnation proceedsawards, 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, title and interest thereinright to receive the same) payable paid 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 PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If(a) In the event of any taking or expropriation of, or if notice is given of the intention to take, by the exercise of the power of eminent domain or expropriation, all or substantially all of any Acquired Real Property prior to the Closing Date, all or any portion of Purchaser shall remain obligated to purchase such Acquired Real Property with no reduction in 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), Purchase Price; provided that Purchaser shall have the option right to terminate this Agreement upon notice participate in any Action relating thereto and the negotiation of any related award and shall have the right to Seller given not later than fifteen challenge the award and pursue any other legal remedies as the putative acquirer of such Acquired Real Property. At the Closing, Purchaser shall be assigned all interest of Xxxxxxx in and to any condemnation or expropriation awards payable to Sellers, on account of such event, less sums that Sellers incur before the Closing Date in any condemnation proceeding. (15b) days If any Acquired Real Property suffers damage as a result of any casualty prior to the Closing Date, Purchaser shall remain obligated to purchase such Acquired Real Property with no reduction in the Purchase Price. At the Closing, Purchaser shall be assigned all interest of Sellers in and to any insurance proceeds actually received by Sellers on account of such casualty (including any proceeds of business interruption insurance for the period after receipt of Seller's notice, or the date of the ClosingClosing Date), whichever is earlier. If this Agreement is terminated, less sums that Sellers incur before the Deposit shall be returned to Purchaser Closing Date for the cost and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all expense of the insurance proceeds or condemnation proceeds, as applicable, net repair of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Pricedamage that Sellers may elect, in their sole discretion, to undertake or in pursuing the collection of any such insurance proceeds.

Condemnation and Casualty. (a) If, prior before the Closing, any Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Land are to be wholly condemned, or to be condemned in such substantial part that the Closing Date, all or any value of the portion of the Property is taken by condemnation or eminent domainHotels and Land so condemned exceeds Fifty Million and No/100 Dollars ($50,000,000.00), or if one or more of the Hotels is the subject of a pending taking which has not been consummated, wholly or is partially destroyed or damaged by fire or other casualty, Seller or if so much of the Hotels is damaged by fire or other casualty to the extent that the cost of repairing such damage shall notify Purchaser exceed Fifty Million and No/100 Dollars ($50,000,000.00) as determined by the casualty insurer(s) insuring the Hotels, then, in any such event, Buyer and each of such fact promptly the Sellers shall each have the right to terminate this Agreement by delivering notice of termination in writing to the other party within thirty (30) days after Seller obtains knowledge thereof. If the receipt of notice of such condemnation or casualty is "Material" (defined below)but not later than the Closing Date) (which notice will, Purchaser to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and upon giving such notice of termination the Deposit shall have be returned by the option Escrow Agent to Buyer, and Sellers and Buyer shall each be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; provided, however, that if neither Buyer nor Sellers elects to terminate this Agreement upon notice to Seller given not Agreement, the purchase contemplated herein shall be consummated without reduction of the Purchase Price, within the later than of (i) fifteen (15) days after receipt the expiration of Seller's noticesuch thirty (30) day period or (ii) the Closing Date, or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit but Buyer shall be returned entitled to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all proceeds of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty insurance or condemnation including (other than proceeds relating to business interruption or loss for periods prior to the Transfer Time), Buyer shall receive a credit to the Purchase Price for any rent abatement deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for the restoration and repair of the Property. (b) If, before the Closing, any one or more Hotel is damaged by fire or other casualty to the extent that the cost of repairing or restoring the same shall be less than an amount equal to Fifty Million and No/100 Dollars ($50,000,000.00), or if any Seller receives notice that any Hotel and/or Land is to be partially condemned but that the value of the Land and Hotels to be condemned does not exceed Fifty Million and No/100 Dollars ($50,000,000.00), then, and in any such casualty or condemnation; and (y) event, the parties Closing shall proceed as scheduled and Sellers shall assign to Closing pursuant Buyer the proceeds (excluding proceeds for business interruption or loss for periods prior to the terms hereof without abatement Transfer Time) of any casualty insurance or any condemnation award, as the case may be, Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for restoration or repair of the Purchase PriceProperty.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement or rent loss insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit to Purchaser in the amount of the applicable insurance deductible.

Condemnation and Casualty. (a) If, prior to the Closing DateClosing, action is initiated to take all or any such portion of the Real Property is taken of the Project such as to have an adverse impact on the Project, by condemnation eminent domain proceedings 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 casualtydeed in lieu thereof, Seller shall shall, within ten (10) days after having knowledge thereof, notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" in writing, and Purchaser may either (defined below), Purchaser shall have the option to i) terminate this Agreement upon and receive a return of the Deposit by delivering written notice to Seller given not later than fifteen within ten (1510) days after receipt of Seller's ’s notice, or the date of (ii) consummate the Closing, whichever is earlier. If in which latter event the award of the condemning authority shall be assigned by Seller to Purchaser at the Closing. (b) In the event of damage by fire, act of God or other casualty to the Project prior to the Closing which, in the reasonable estimate of Seller, would cost Five Hundred Thousand Dollars ($500,000.00) or less to repair, and Seller maintains insurance reasonably adequate to repair the damage and restore the Project to substantially the same condition prior to the damage, this Agreement is terminatedshall remain in full force and effect. In such event (i) Seller shall, the Deposit shall be returned at Closing, pay to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations sums collected under all policies of insurance (excluding loss of rents insurance attributable to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller period prior to Closing which shall not be obligated belong to repair any damage or destruction but: (xSeller) Seller shall assign, without recoursebecause of such casualty, and turn over assign to Purchaser all rights to collect such sums relating to such casualty as may then be uncollected (including loss of rents insurance attributable to the period on and after Closing), and (ii) the Purchase Price shall be reduced by the amount of the deductible under Seller’s insurance proceeds or condemnation proceedspolicy. (c) If the damage referred to in Paragraph 8(b) would, as applicablein the reasonable estimate of Seller, net cost in excess of any costs Five Hundred Thousand Dollars ($500,000.00), this Agreement may, at the option of repairs Purchaser, be terminated, and net Purchaser shall receive a return of reasonable collection costs the Deposit by delivering written notice of termination to Seller within ten (or, if such have 10) days after receipt of Seller’s notice. If Purchaser does not been awarded, all of its right, title and interest therein) payable with respect elect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing terminate pursuant to the terms hereof without abatement preceding sentence, this Agreement shall remain in full force and effect, and at Closing Seller (i) shall pay to Purchaser any sums collected under all policies of insurance (excluding loss of rents insurance attributable to the period prior to Closing) because of such casualty, and assign to Purchaser all rights to collect such sums relating to such casualty as may then be uncollected (including loss of rents insurance attributable to the period on and after Closing), and (ii) the Purchase Price shall be reduced by the amount of the Purchase Pricedeductible under Seller’s insurance policy.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the Closingapplicable 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 noticenotice and, or if applicable, the date of the Closing, whichever is earlierClosing Date shall be extended to provide Purchaser such ten (10) days. If this Agreement is terminated, the Deposit (and any interest thereon) shall be returned to Purchaser and thereafter neither Seller nor Purchaser the parties shall have any no further rights or obligations to the other hereunder under this Agreement (except as otherwise provided in this Agreementfor those obligations which expressly survive termination). If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (yi) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase 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 connection with such insurance proceeds.

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 condemnation or 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 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 "Material" 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 defined 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 notice, written notice from Seller of such condemnation or the date 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 as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Priceimpending proceedings.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice either (i) extend the Scheduled Closing Date solely with respect to the applicable Property for a time reasonably required by Seller given not later than fifteen to repair any damage or destruction with respect to the applicable Property (15) days after receipt of Seller's noticeand the Scheduled Closing Date shall proceed as scheduled with respect to all other Properties), or (ii) proceed to Closing in accordance with the date terms of the Section 12.1. If Purchaser elects to proceed to 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 as otherwise provided in this Agreement. If this Agreement is not terminated, then Seller shall not be obligated to repair any damage or destruction but: with respect to the applicable Property, but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement as to the self-storage facility comprising the Property on which said Material condemnation or casualty occurred (herein referred to as the “Casualty Project”) upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminatedterminated as to a Casualty Project, (i) the portion of the Deposit allocated to such Casualty Project as set forth on Exhibit C attached hereto shall be returned to Purchaser (together with all interest accrued thereon), without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (ii) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the Casualty Property, as set forth on Exhibit C attached hereto, and (iii) thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder with respect to the Casualty Property, except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminatedterminated with respect to a Casualty Property, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , (y) Purchaser shall receive a credit against the Purchase Price for any applicable deductible under Seller’s insurance policy, and (yz) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas 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, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance 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.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds and the insurance deductible or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance 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.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas 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, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, assign and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) 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 PricePrice except for a credit in the amount of the applicable insurance deductible.

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 condemnation eminent domain 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), 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 as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Purchaser (without recourse) at the Closing: (A) in the event of a condemnation, the rights of Seller given not later than fifteen to any condemnation awards; and (15B) days after receipt in the event of Seller's noticedestruction 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 the date of on behalf of, Seller prior to 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 as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or), if such have not been awardedany, all of its right, title and interest therein) payable under Seller’s insurance policies covering the Property with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and destruction (y) the parties shall proceed to Closing pursuant but not with respect to the terms hereof without abatement amount of the Purchase Priceany deductibles), and Purchaser shall be entitled to receive and keep any such proceeds received from such insurance policies.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice. If such Material condemnation or casualty occurs within fifteen (15) days of the Closing Date, or the Closing Date shall be extended automatically and without further action by the parties, to the date sixteen (16) days after the date of the Closing, whichever is earlierPurchaser’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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas 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, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, assign and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs other than attorneys' fees (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible. Seller hereby covenants and agrees that after the end of the Feasibility Period if Purchaser has elected to proceed to Closing and has waived its right to terminate this Agreement pursuant to Section 5.5, Seller shall be required to obtain Purchaser's prior approval of the settlement of any insurance or condemnation proceeds and repairs to the Property resulting from a casualty or condemnation, such approval not to be unreasonably withheld, conditioned or delayed and which shall be deemed granted if Purchaser fails to respond to a request for approval within five (5) business days after receipt of the request therefor.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas 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, or (and the date of the Closing, whichever is earlierClosing Date 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice 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 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" (defined below)Condemnation, Purchaser as reasonably determined by Xxxxx, 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, or the date of prior to the Closing, whichever is earlier. If this Agreement is so terminated, the Deposit shall be returned to Purchaser and thereafter then neither Seller nor Purchaser Buyer shall have any further rights or obligations to the other hereunder except as otherwise provided in this under the Purchase and Sale Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser Buyer all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance 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 PricePrice 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "MaterialMATERIAL" (defined belowas 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, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If(a) Seller represents and warrants that it has no knowledge of any existing or threatened proceeding of any entity to condemn the Property or to take any part thereof under the right of eminent domain, prior to and if Seller acquires such knowledge, Seller agrees that it shall promptly notify Buyer. (b) If (i) an eminent domain proceeding against the Closing Date, Property shall have been commenced or (ii) all or any portion part of the Property shall have been damaged or destroyed by fire or other casualty and the amount of such damage is taken by condemnation greater than or eminent domainequal to $100,000.00, then Buyer may elect to terminate this Agreement, or is in the subject case of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller to postpone the Settlement Date until such time the damage has been fully repaired. If prior to the Settlement Date all or any part of the Property shall notify Purchaser have been damaged or destroyed by fire or other casualty and the amount of such fact promptly after Seller obtains knowledge thereofdamage is less than $100,000.00, then this Agreement shall continue in full force and effect, provided, that Buyer may elect to postpone the Settlement Date until such time as the damage has been fully repaired. If such condemnation or casualty is "Material" (defined below), Purchaser shall have the option Buyer elects not to terminate this Agreement upon notice or to postpone the Settlement Date, then on the Settlement Date, Seller given not later than fifteen (15) days after receipt shall assign to Buyer all of Seller's noticerights, if any, in and to (i) the awards, or (ii) the date of the Closinginsurance proceeds, whichever is earlierthe case may be. If Buyer elects to terminate 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 as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of this subparagraph, then Seller shall promptly return to Buyer the Deposit, all interest earned thereon, and all other monies paid on account of the Purchase Pricetransactions contemplated by this Agreement, whereupon this Agreement shall become null and void and both parties shall be released of all further liability hereunder.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas 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 ’s notice, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price 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 condemnation or eminent domainProperty, or there occurs a casualty at or on the Property the cost of repair for which is the subject of a pending taking which has not been consummated, $200,00.00 or is destroyed or damaged by fire or other casualtymore, Seller shall will promptly notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" and Purchaser may, within thirty (defined below), Purchaser shall have the option 30) days thereafter (i) elect to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's noticeAgreement, or the date of the Closing, whichever is earlier. If this Agreement is terminatedin which event, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser the parties shall have any be relieved of all further rights or obligations to the other liability hereunder except as otherwise provided specifically set forth elsewhere in this Agreement. If ; or (ii) if Purchaser does not elect to terminate this Agreement is not terminatedAgreement, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of claim the insurance proceeds or condemnation proceedsaward or, as applicable, net 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 costs of repairs and net of reasonable collection costs (ordeductible on Seller's insurance policy), or if such have not been awardedpaid to Seller prior to Settlement, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of be credited at Settlement against the Purchase Price. In the event Purchaser does not terminate this Agreement as aforesaid, Purchaser shall have the right to negotiate with the condemning authority and/or applicable insurer, as applicable, and Seller agrees that it shall neither negotiate nor compromise with such authority or insurer without Purchaser's prior written consent.

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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "MaterialMATERIAL" (defined belowas 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, or the date of the ClosingClosing 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 as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price credit in the amount of the applicable insurance deductible.

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 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined 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, or the date 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 as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including (ii) taken for any rent abatement public or quasi-public use under governmental law, 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 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 maintained by Landlord and the 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 condemnation; recoverable by Tenant for moving expenses and (y) the parties shall proceed damage to Closing pursuant Xxxxxx’s personal property and trade fixtures, if a separate award for such items is made to the terms hereof without abatement of the Purchase PriceTenant.

Condemnation and Casualty. If(a) In the event of any taking or expropriation of, or if notice is given of the intention to take, by the exercise of the power of eminent domain or expropriation, all or substantially all of any Acquired Real Property prior to the Closing Date, all or any portion of Purchaser shall remain obligated to purchase such Acquired Real Property with no reduction in 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), Purchase Price; provided that Purchaser shall have the option right to terminate this Agreement upon notice participate in any Action relating thereto and the negotiation of any related award and shall have the right to Seller given not later than fifteen challenge the award and pursue any other legal remedies as the putative acquirer of such Acquired Real Property. At the Closing, Purchaser shall be assigned all interest of Sxxxxxx in and to any condemnation or expropriation awards payable to Sellers, on account of such event, less sums that Sellers incur before the Closing Date in any condemnation proceeding. (15b) days If any Acquired Real Property suffers damage as a result of any casualty prior to the Closing Date, Purchaser shall remain obligated to purchase such Acquired Real Property with no reduction in the Purchase Price. At the Closing, Purchaser shall be assigned all interest of Sellers in and to any insurance proceeds actually received by Sellers on account of such casualty (including any proceeds of business interruption insurance for the period after receipt of Seller's notice, or the date of the ClosingClosing Date), whichever is earlier. If this Agreement is terminated, less sums that Sellers incur before the Deposit shall be returned to Purchaser Closing Date for the cost and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all expense of the insurance proceeds or condemnation proceeds, as applicable, net repair of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Pricedamage that Sellers may elect, in their sole discretion, to undertake or in pursuing the collection of any such insurance proceeds.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion part of the Property is taken shall be condemned by condemnation governmental or eminent domainother lawful authority, Buyer shall have the option, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Xxxxx receives from Seller written notice of such condemnation, or is the subject Closing Date, whichever last occurs, of a pending taking either (a) completing this transaction, in which has not been consummatedevent (i) there shall be no reduction of the Purchase Price, (ii) Seller shall have no duty to repair or restore, (iii) Seller shall pay to Buyer all condemnation proceeds received by Seller with respect to such condemnation, and (iv) Seller shall assign to Buyer all rights of Seller in and to such condemnation proceeds, or (b) cancelling this Contract. If the Property, or any portion thereof, is damaged or destroyed or damaged by fire or other casualtycasualty prior to Closing, then, at the option of Buyer, exercised by delivery to Seller shall notify Purchaser of written notice of such fact promptly after election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller obtains knowledge thereof. If written notice of such condemnation damage or casualty is "Material" (defined 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 noticedestruction, or the date Closing Date, whichever last occurs, this Contract shall terminate. In the event Buyer does not elect to terminate the Contract, this Contract shall remain in full force and effect without abatement of the Purchase Price except that Seller, at Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned transfer and assign to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser Buyer all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its Seller’s right, title and interest therein) payable with respect in and to the insurance proceeds when, as, and if received by Seller by reason of such damage or destruction, and shall convey the Property to Buyer subject to such fire or other casualty or condemnation including casualty. Seller shall furnish to Buyer such documents, reasonable cooperation and assistance as Buyer requires in order for Buyer to process any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Priceclaim.

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 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined 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, or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit thereof shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights (i) damaged or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such destroyed by fire or other casualty or (ii) taken as a result of any condemnation including any rent abatement insurance for or eminent domain proceeding (or upon Seller receiving written notice of such condemnation or eminent domain proceeding), Seller shall promptly notify Buyer and, at Closing, Seller will credit against the Purchase Price payable by Buyer at the Closing 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 nevertheless consummate on the Closing Date the conveyance of the 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 Closing pursuant Buyer all rights of Seller, if any, to the terms hereof without abatement insurance or condemnation proceeds (other than on account of business or rental interruption relating to the Purchase Priceperiod prior to Closing) and to all other rights or claims arising out of or in connection 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 that has not been consummated, or is destroyed or damaged by fire or other casualty, Seller Contributor shall notify Purchaser the Company of such that fact promptly after Seller Contributor obtains knowledge thereof. If such the condemnation or casualty is "“Material" ” (defined belowas 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 Seller's notice, Contributor’s notice or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, neither Contributor nor the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall Company will have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementhereunder. If this Agreement is not terminated, Seller shall Contributor will not be obligated to repair any damage or destruction but: but (x) Seller Contributor shall assign, without recourse, assign and turn over to Purchaser the Company all of the insurance proceeds or condemnation proceeds, 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, title title, and interest therein) payable with respect to such the fire or other casualty or condemnation condemnation, including any rent abatement insurance for such the casualty or condemnation; , and (y) the parties shall proceed to Closing will occur pursuant to the terms hereof without abatement of the Purchase PriceConsideration 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 right 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 of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" Material (defined belowas 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 ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If Purchaser elects to terminate this Agreement is terminatedAgreement, the Deposit shall be promptly returned to Purchaser, this Agreement shall terminate thereupon and Purchaser and thereafter neither Seller nor Purchaser shall have any no further rights or obligations to the each other hereunder under this Agreement except as otherwise provided in those that expressly survive termination of this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (other than to satisfy or cure any requirement of law, insurance company or health and safety matter) but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, 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, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance 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.