Common use of Condemnation and Casualty Clause in Contracts

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the option, exercisable by written notice given to Seller on or prior to the date that is ten (10) days after Buyer’s receipt of notice of such damage, destruction or taking to terminate this Agreement, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered to Seller and the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean (i) in the case of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00); or (ii) in the case of a taking, a portion of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00). If Buyer does not elect to terminate this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of the Purchase Price and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policy.

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10a) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to before the Closing, any improvements on Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Property Land are materially destroyed to be wholly condemned, or materially damaged by casualty before Closingto be condemned in such substantial part that the value of the portion of the Hotels and Land so condemned exceeds Fifty Million and No/100 Dollars ($50,000,000.00), or if condemnation proceedings are commenced against all one or a material portion more of the Property before ClosingHotels is wholly or partially destroyed by fire or other casualty, then 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 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 the Sellers shall each have the option, exercisable right to terminate this Agreement by written delivering notice given to Seller on or prior of termination in writing to the date that is ten other party within thirty (1030) days after Buyer’s the receipt of notice of such damagecondemnation or casualty (but not later than the Closing Date) (which notice will, destruction to the extent then known, contain the amount of compensation offered for such condemnation or taking 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 be returned by the 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, in which event the Nonrefundable Initial Xxxxxxx Money Portion purchase contemplated herein shall be delivered to Seller and the remaining portion consummated without reduction of the Xxxxxxx Money shall be returned to BuyerPurchase Price, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes within the later of this Section 15, “material portion” shall mean (i) in fifteen (15) days after the case expiration of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars such thirty ($2,000,000.00); 30) day period or (ii) in the case Closing Date, but Buyer shall be entitled to all proceeds of a taking, a portion of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00Transfer Time). If Buyer does not elect to terminate this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and except to the extent Seller Sellers shall have previously restored or made payments in connection with no responsibility for the restoration and repair of the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyProperty.

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10a) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to before the Closing, any improvements on Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Property Land are materially destroyed to be wholly condemned, or materially damaged by casualty before Closingto be condemned in such substantial part that the value of the portion of the Hotels and Land so condemned exceeds Fifty Million and No/100 Dollars ($50,000,000.00), or if condemnation proceedings are commenced against all one or a material portion more of the Property before ClosingHotels is wholly or partially destroyed by fire or other casualty, then 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 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 the Sellers shall each have the option, exercisable right to terminate this Agreement by written delivering notice given to Seller on or prior of termination in writing to the date that is ten other party within thirty (1030) days after Buyer’s the receipt of notice of such damagecondemnation or casualty (but not later than the Closing Date) (which notice will, destruction to the extent then known, contain the amount of compensation offered for such condemnation or taking 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 be returned by the 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, in which event the Nonrefundable Initial Xxxxxxx Money Portion purchase contemplated herein shall be delivered to Seller and the remaining portion consummated without reduction of the Xxxxxxx Money shall be returned to BuyerPurchase Price, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes within the later of this Section 15, “material portion” shall mean (i) in fifteen (15) days after the case expiration of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars such thirty ($2,000,000.00); 30) day period or (ii) in the case Closing Date, but Buyer shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Transfer Time), Buyer shall receive a taking, a portion credit to the Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for the restoration and repair of the Property for which Property. 32 (b) If, before the condemnation award 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 or in excess of Two Fifty Million and 00/100 No/100 Dollars ($2,000,000.0050,000,000.00). If Buyer , 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 elect to terminate this Agreement or if exceed Fifty Million and No/100 Dollars ($50,000,000.00), then, and in any such damageevent, destruction, taking or threatened taking is not material, Buyer the Closing shall proceed with the purchase of the Property without reduction or offset of the Purchase Price as scheduled and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destruction, Seller Sellers shall assign to Buyer all claims and right the proceeds (excluding proceeds for business interruption or loss for periods prior to proceeds under the Transfer Time) of any property casualty insurance policy and or any condemnation award, as the case may be, Buyer shall receive a credit to Buyer at Closing the amount Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for restoration or repair of any deductible provided for in the policyProperty. ARTICLE XIV.

Condemnation and Casualty. Seller bears all risk of loss until ClosingIf, and thereafter Buyer shall bear prior to the risk of loss. Seller will notify Buyer within ten (10) days after receiving notice ofClosing Date, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. IfProperty shall be condemned by governmental or other lawful authority, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the option, exercisable exercised by written notice given delivery to Seller on or prior to the date that is ten (10) days after Buyer’s receipt of written notice of such damageelection on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such condemnation, destruction or taking to terminate the Closing Date, whichever last occurs, of either (a) completing this Agreementtransaction, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered to Seller and the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean (i) in the case of damage or destruction by casualty, a portion there shall be no reduction of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00); or 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 the case of a takingand to such condemnation proceeds, a portion of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00)b) cancelling this Contract. If the Property, or any portion thereof, is damaged or destroyed by fire or other casualty prior to Closing, then, at the option of Buyer, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such damage or destruction, or the Closing Date, whichever last occurs, this Contract shall terminate. In the event Buyer does not elect to terminate the Contract, this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer Contract shall proceed with the purchase of the Property remain in full force and effect without reduction or offset abatement of the Purchase Price except that Seller, at Closing, shall transfer and except assign to Buyer all of Seller’s right, title and interest in and to the extent insurance proceeds when, as, and if received by Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence by reason of any such damage or destruction, and shall convey the Property to Buyer subject to such casualty. Seller shall assign furnish to Buyer all claims such documents, reasonable cooperation and right assistance as Buyer requires in order for Buyer to proceeds under process any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyclaim.

Condemnation and Casualty. Seller bears all risk of loss until ClosingIf, and thereafter Buyer shall bear prior to the risk of loss. Seller will notify Buyer within ten (10) days after receiving notice ofClosing Date, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. IfProperty shall be condemned by governmental or other lawful authority, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the option, exercisable exercised by written notice given delivery to Seller on or prior to the date that is ten (10) days after Buyer’s receipt of written notice of such damageelection on or before the fifteenth (15th) business day following the date on which Xxxxx receives from Seller written notice of such condemnation, destruction or taking to terminate the Closing Date, whichever last occurs, of either (a) completing this Agreementtransaction, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered to Seller and the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean (i) in the case of damage or destruction by casualty, a portion there shall be no reduction of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00); or 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 the case of a takingand to such condemnation proceeds, a portion of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00)b) cancelling this Contract. If the Property, or any portion thereof, is damaged or destroyed by fire or other casualty prior to Closing, then, at the option of Buyer, exercised by delivery to Seller of written notice of such election on or before the fifteenth (15th) business day following the date on which Buyer receives from Seller written notice of such damage or destruction, or the Closing Date, whichever last occurs, this Contract shall terminate. In the event Buyer does not elect to terminate the Contract, this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer Contract shall proceed with the purchase of the Property remain in full force and effect without reduction or offset abatement of the Purchase Price except that Seller, at Closing, shall transfer and except assign to Buyer all of Seller’s right, title and interest in and to the extent insurance proceeds when, as, and if received by Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence by reason of any such damage or destruction, and shall convey the Property to Buyer subject to such casualty. Seller shall assign furnish to Buyer all claims such documents, reasonable cooperation and right assistance as Buyer requires in order for Buyer to proceeds under process any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyclaim.

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to the ClosingClosing Date, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material any portion of the Property before Closingis taken by condemnation or eminent domain, then Buyer 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” (as hereinafter defined), Purchaser shall have the option, exercisable by written 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 given to Seller on or prior to the date that is ten given not later than fifteen (1015) days after Buyer’s receipt of notice of such damageSeller’s notice, destruction or taking the Closing Date, whichever is earlier. If this Agreement is terminated as to terminate this Agreementa Casualty Project, in which event (i) the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered to Seller and the remaining portion of the Xxxxxxx Money Deposit allocated to such Casualty Project as set forth on Exhibit C attached hereto shall be returned to BuyerPurchaser (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 party Seller nor Purchaser shall have any further rights or obligations pursuant to this Agreementthe other hereunder with respect to the Casualty Property, except as expressly provided hereinwith respect to the Surviving Termination Obligations. For purposes of If this Section 15Agreement is not terminated with respect to a Casualty Property, “material portion” Seller shall mean (i) in the case of not be obligated to repair any damage or destruction by casualtybut (x) Seller shall assign, a portion without recourse, and turn over to Purchaser all of the Property having a replacement cost equal to insurance proceeds or in excess condemnation proceeds, as applicable, net of Two Million and 00/100 Dollars any costs of repairs ($2,000,000.00); or (ii) in the case of a takingor, a portion of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00). If Buyer does not elect to terminate this Agreement or if such damagehave not been awarded, destructionall of its right, taking title and interest therein) payable with respect to such fire or threatened taking is not materialother casualty or condemnation including any rent abatement insurance for such casualty or condemnation, Buyer (y) Purchaser shall receive a credit against the Purchase Price for any applicable deductible under Seller’s insurance policy, and (z) the parties shall proceed with to Closing pursuant to the purchase of the Property terms hereof without reduction or offset abatement of the Purchase Price and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyPrice.

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10a) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to before the Closing, any improvements on Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Property Land are materially destroyed to be wholly condemned, or materially damaged by casualty before Closingto be condemned in such substantial part that the value of the portion of the Hotels and Land so condemned exceeds Fifty Million and No/100 Dollars ($50,000,000), or if condemnation proceedings are commenced against all one or a material portion more of the Property before ClosingHotels is wholly or partially destroyed by fire or other casualty, then 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 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 the Sellers shall each have the option, exercisable right to terminate this Agreement by written delivering notice given to Seller on or prior of termination in writing to the date that is ten other party within thirty (1030) days after Buyer’s the receipt of notice of such damagecondemnation or casualty (but not later than the Closing Date) (which notice will, destruction to the extent then known, contain the amount of compensation offered for such condemnation or taking 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 be returned by the 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, in which event the Nonrefundable Initial Xxxxxxx Money Portion purchase contemplated herein shall be delivered to Seller and the remaining portion consummated without reduction of the Xxxxxxx Money shall be returned to BuyerPurchase Price, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes within the later of this Section 15, “material portion” shall mean (i) in fifteen (15) days after the case expiration of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars such thirty ($2,000,000.00); 30) day period or (ii) in the case Closing Date, but Buyer shall be entitled to all proceeds of a taking, a portion of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00Transfer Time). If Buyer does not elect to terminate this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and except to the extent Seller Sellers shall have previously restored or made payments in connection with no responsibility for the restoration and repair of the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyProperty.

Condemnation and Casualty. Seller bears all risk of loss until (a) If, before the Closing, Seller receives notice that the Hotel/Casino and thereafter the Land is to be wholly condemned, or to be condemned in such substantial part as would materially and adversely affect the ability to operate the remainder of the Hotel/Casino, or if the Hotel/Casino is wholly destroyed by fire or other casualty, or if so much of the Hotel/Casino is damaged by fire or other casualty that: (i) the cost of repairing such damage is at least Five Million Dollars ($5,000,000), as determined by the claims adjuster appointed by the casualty insurer(s) insuring the Hotel/Casino for Seller (the “Adjustment”); or (ii) more than one-third (1/3) of the gaming positions on the Vessel or one-third (1/3) of the guest rooms in the Hotel/Casino are out of operation on the Closing Date (collectively and separately the “Threshold”), then, in such event, Buyer and Seller shall bear each have the risk right to terminate this Agreement by delivering notice of loss. Seller will notify Buyer termination in writing to the other party within ten (10) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the option, exercisable by written notice given to Seller on or prior to the date that is ten (10) days after Buyer’s receipt of notice of such damagecondemnation or Adjustment, destruction as the case may be, (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or taking the adjusted amount of damage caused by the casualty, as the case may be) and, upon giving such notice of termination, the Deposit shall be paid by Escrow Agent to Buyer, and Seller and Buyer shall each be released and discharged from any further obligation to each other hereunder; provided, however, that if neither Buyer nor Seller elects to terminate this Agreement, in which event the Nonrefundable Initial Xxxxxxx Money Portion purchase contemplated herein shall be delivered to Seller and consummated within the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean later of: (i) in five (5) Business Days after the case expiration of damage or destruction by casualtysuch ten (10) day period, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00); or (ii) the Closing Date, and Buyer shall be entitled to, reduction of the Purchase Price in the amount of the Adjustment (the “Casualty Credit”) or to the condemnation award, as the case of a takingmay be, a portion as full compensation for the damage (but shall itself insure business interruption and have no claim against Seller or Seller’s business interruption insurance) and Seller shall have no responsibility for the restoration and repair of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00)any resultant loss, directly, by subrogation, or otherwise. If the Adjustment has not been completed and the time for the Buyer does not elect and Seller to terminate this Agreement or if with respect to such damagecasualty and loss has not expired, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of the Purchase Price and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence Closing Date, the Closing Date shall be extended until two (2) days 39 after the later of: (i) the date upon which the Adjustment is completed, if the adjustment exceeds the Threshold; and (ii) the date of any such damage or destruction, expiration of the time for Buyer and Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyterminate this Agreement.

Condemnation and Casualty. (a) If after the Effective Date and prior to the Closing all or a part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain, is taken by eminent domain or condemnation (or sale in lieu thereof), or Seller bears all risk participates in negotiations in lieu of loss until Closinga condemnation action (a “Condemnation Action”), and thereafter Buyer shall bear then upon obtaining knowledge of the risk of loss. Condemnation Action, Seller will notify Buyer within ten (10) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Propertypendency of such proceedings in writing (the “Condemnation Notice”). IfBuyer may observe any such negotiations and proceedings, prior and Seller shall from time to time deliver to Buyer all instruments reasonably requested by it. If the Condemnation Action would allow one or more of the Major Tenants to terminate pursuant to the Closingterms of its Lease, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the option, exercisable by written notice given to Seller on or prior to the date that is ten (10) days after Buyer’s receipt of notice of such damage, destruction or taking to may terminate this Agreement, Agreement and cause the Exxxxxx Money (but not the Option Fee except in which the event the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered of a Seller Default) to Seller and the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and after which neither party Party shall have any further rights or obligations obligation to the other pursuant to this Agreement, except as for obligations that expressly provided herein. For purposes of this survive the termination hereof (including Buyer’s indemnification obligations under Section 15, “material portion” shall mean (i) in the case of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million 8 and 00/100 Dollars ($2,000,000.00); or (ii) in the case of a taking, a portion of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00Buyer’s confidentiality obligations under Section 23). If no such election is made by Buyer within five (5) Business Days following its receipt of the Condemnation Notice, or if the Condemnation Action does not elect to terminate permit this Agreement to be terminated, this Agreement shall remain in full force and effect and the transactions contemplated herein, less any interest taken (or if such damageproposed to be taken) by eminent domain or condemnation, destructionshall be effected with no further adjustment, taking or threatened taking is not materialand upon the Closing, Seller shall assign, transfer, and set over to Buyer shall proceed with the purchase all of the Property without reduction right, title, and interest of Seller in and to any awards that have been or offset of the Purchase Price and except that may thereafter be made for such taking (subject to the extent Seller shall have previously restored or made payments rights of Tenants under the Leases in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyawards).

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10a) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to before the Closing, any improvements on Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Property Land are materially destroyed to be wholly condemned, or materially damaged by casualty before Closingto be condemned in such substantial part that the value of the portion of the Hotels and Land so condemned exceeds Twelve Million and No/100 Dollars ($12,000,000.00), or if condemnation proceedings are commenced against all one or a material portion more of the Property before ClosingHotels is wholly or partially destroyed by fire or other casualty, then 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 exceed Twelve Million and No/100 Dollars ($12,000,000.00) as determined by the casualty insurer(s) insuring the Hotels, then, in any such event, Buyer and each of the Sellers shall each have the option, exercisable right to terminate this Agreement by written delivering notice given to Seller on or prior of termination in writing to the date that is ten other party within thirty (1030) days after Buyer’s the receipt of notice of such damagecondemnation or casualty (but not later than the Closing Date) (which notice will, destruction to the extent then known, contain the amount of compensation offered for such condemnation or taking 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 be returned by the 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, in which event the Nonrefundable Initial Xxxxxxx Money Portion purchase contemplated herein shall be delivered to Seller and the remaining portion consummated without reduction of the Xxxxxxx Money shall be returned to BuyerPurchase Price, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes within the later of this Section 15, “material portion” shall mean (i) in fifteen (15) days after the case expiration of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars such thirty ($2,000,000.00); 30) day period or (ii) in the case Closing Date, but Buyer shall be entitled to all proceeds of a taking, a portion of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00Transfer Time). If Buyer does not elect to terminate this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and except to the extent Seller Sellers shall have previously restored or made payments in connection with no responsibility for the restoration and repair of the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyProperty.»

Condemnation and Casualty. Seller bears all risk of loss until (a) If, before the Closing, Seller receives notice that the Hotel/Casino and thereafter the Land is to be wholly condemned, or to be condemned in such substantial part as would materially and adversely affect the ability to operate the remainder of the Hotel/Casino, or if the Hotel/Casino is wholly destroyed by fire or other casualty, or if so much of the Hotel/Casino is damaged by fire or other casualty that: (i) the cost of repairing such damage is at least Five Million Dollars ($5,000,000), as determined by the claims adjuster appointed by the casualty insurer(s) insuring the Hotel/Casino for Seller (the “Adjustment”); or (ii) more than one-third (1/3) of the gaming positions on the Vessel or one-third (1/3) of the guest rooms in the Hotel/Casino are out of operation on the Closing Date (collectively and separately the “Threshold”), then, in such event, Buyer and Seller shall bear each have the risk right to terminate this Agreement by delivering notice of loss. Seller will notify Buyer termination in writing to the other party within ten (10) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the option, exercisable by written notice given to Seller on or prior to the date that is ten (10) days after Buyer’s receipt of notice of such damagecondemnation or Adjustment, destruction as the case may be, (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or taking the adjusted amount of damage caused by the casualty, as the case may be) and, upon giving such notice of termination, the Deposit shall be paid by Escrow Agent to Buyer, and Seller and Buyer shall each be released and discharged from any further obligation to each other hereunder; provided, however, that if neither Buyer nor Seller elects to terminate this Agreement, in which event the Nonrefundable Initial Xxxxxxx Money Portion purchase contemplated herein shall be delivered to Seller and consummated within the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean later of: (i) in five (5) Business Days after the case expiration of damage or destruction by casualtysuch ten (10) day period, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00); or (ii) the Closing Date, and Buyer shall be entitled to, reduction of the Purchase Price in the amount of the Adjustment (the “Casualty Credit”) or to the condemnation award, as the case of a takingmay be, a portion as full compensation for the damage (but shall itself insure business interruption and have no claim against Seller or Seller’s business interruption insurance) and Seller shall have no responsibility for the restoration and repair of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00)any resultant loss, directly, by subrogation, or otherwise. If the Adjustment has not been completed and the time for the Buyer does not elect and Seller to terminate this Agreement or if with respect to such damagecasualty and loss has not expired, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of the Purchase Price and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence Closing Date, the Closing Date shall be extended until two (2) days after the later of: (i) the date upon which the Adjustment is completed, if the adjustment exceeds the Threshold; and (ii) the date of any such damage or destruction, expiration of the time for Buyer and Seller shall assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing the amount of any deductible provided for in the policyterminate this Agreement.

Condemnation and Casualty. Seller bears all risk of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10) days after receiving notice of, or otherwise becoming aware of, any casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against Closing Date,all or a material any portion of the Property before Closingis taken by condemnation or eminent domain, then Buyer 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" (as hereinafter defined), Purchaser shall have the option, exercisable by written option to terminate this Agreement upon notice given to Seller on or prior to the date that is ten given not later than fifteen (1015) days after Buyer’s receipt of notice of such damageSeller's notice, destruction or taking to terminate the Closing Date, whichever is earlier. If this AgreementAgreement is terminated, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered to Seller and the remaining portion of the Xxxxxxx Money Deposit shall be returned to Buyer, Purchaser and thereafter neither party Seller nor Purchaser shall have any further rights or obligations pursuant to the other hereunder except with respect to the Surviving Termination Obligations. If this AgreementAgreement is not terminated, except as expressly provided herein. For purposes of this Section 15, “material portion” Seller shall mean (i) in the case of not be obligated to repair any damage or destruction by casualty, a portion but (x) Seller shall assign and turn over to Purchaser all of the Property having 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 and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price except for a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00); or (ii) credit in the case of a taking, a portion amount of the Property for which applicable insurance deductible. Seller hereby covenants and agrees that after the condemnation award is equal end of the Feasibility Period if Purchaser has elected to or in excess of Two Million proceed to Closing and 00/100 Dollars ($2,000,000.00). If Buyer does not elect has waived its right to terminate this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of the Purchase Price and except pursuant to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destructionSection 5.5, Seller shall assign be required to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at Closing obtain Purchaser's prior approval of the amount settlement of any deductible provided 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 in approval within five (5) business days after receipt of the policyrequest therefor.

Condemnation and Casualty. Seller bears all risk In the event of loss until Closing, and thereafter Buyer shall bear the risk of loss. Seller will notify Buyer within ten (10) days after receiving notice ofany taking, or otherwise becoming aware ofnotice is given of the intention to take, any casualty or the commencement Real Property by the exercise of any proceedings for the taking by power of eminent domain of all or any part a substantial portion of the Property. If, Real Property prior to the ClosingClosing Date, any improvements on the Property are such portion as would materially destroyed impair or otherwise materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion affect Purchaser’s intended use of the Real Property before Closing, then Buyer will be deemed “substantial,” Purchaser shall have the optionright to terminate this Contract by giving written notice to Seller promptly after Purchaser’s receipt of written notification of any such condemnation. If Purchaser elects to terminate this Contract, exercisable all awards and compensation arising out of said condemnation shall be the property of Seller. If Purchaser elects not to terminate this Contract, said right to terminate shall be deemed waived and Purchaser shall be assigned all of Seller’s right, title, and interest to all awards and compensation arising out of said condemnation, and Purchaser shall remain obligated to purchase the Property with no reduction in the Purchase Price. Real Estate Sale Contract 22 If the Property suffers damage as a result of any casualty prior to the Closing Date in an amount in excess of Seven Thousand Five Hundred Dollars ($7,500), Seller shall give Purchaser prompt written notice thereof. If the cost to repair such damage is Fifty Thousand Dollars ($50,000) or less, the Transaction shall be closed without a reduction in the Purchase Price or any termination rights, and Seller shall assign to Purchaser Seller’s rights in any insurance proceeds to be paid to Seller in connection with such damage, Seller shall pay or credit to Purchaser an amount equal to any applicable deductible under Seller’s insurance policy and Seller shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If the cost to repair such damage is greater than Fifty Thousand Dollars ($50,000.00), Purchaser may elect, by written notice given delivered to Seller on or prior to the date that is ten within five (105) calendar days after Buyer’s receipt of notice of such damagethe loss and no later than the Closing Date, destruction or taking to as Purchaser’s sole remedy, to: (a) terminate this AgreementContract by written notice to Seller, in which event the Nonrefundable Initial Xxxxxxx Money Portion this Contract shall be delivered to Seller become null and the remaining portion of the Xxxxxxx Money shall be returned to Buyer, void and thereafter neither party shall have further rights any liability or obligations pursuant obligation to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean (i) in the case of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00)other; or (iib) in the case of a taking, a portion of notify Seller that it desires to take title to the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00). If Buyer does not elect to terminate this Agreement or if such damage, destruction, taking or threatened taking is not material, Buyer shall proceed with the purchase of the Property without reduction or offset of the Purchase Price and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destructiondamaged condition, Seller shall assign to Buyer all claims Purchaser Seller’s rights in any insurance proceeds to be paid to Seller in connection with such damage and right Seller shall pay or credit to proceeds Purchaser an amount equal to any applicable deductible under any property Seller’s insurance policy and Seller shall credit execute and deliver to Buyer at Closing Purchaser all required proofs of loss, assignments of claims and other similar items. Subject to the amount terms of any deductible provided for in this Section 32, all risks of loss to the policyProperty are borne by Seller prior to the Closing.

Condemnation and Casualty. If any condemnation, loss, damage by fire, or other casualty to the Property occurs prior to the Closing Date, Seller bears all risk shall give prompt written notice to Buyer. If any condemnation or taking of the Property, or loss until or damage by fire or other casualty to the Property occurs prior to the Closing, which does not exceed the Materiality Limit, the Closing shall occur just as if such condemnation, loss, or damage had not occurred, and thereafter Seller shall assign to Buyer all of Seller's interest in any condemnation actions and proceeds, or deliver to Buyer any and all proceeds paid to Seller by Seller's insurer with respect to such fire or other casualty; provided, however, that Seller shall be entitled to retain an amount of such insurance proceeds equal to Seller's reasonable expenses, if any, incurred by Seller in repairing the damage caused by fire or other casualty. At Closing, in the case of a fire or other casualty, Seller shall give Buyer a credit on the Purchase Price equal to the lesser of the estimated cost of restoration or the amount of any deductible, unless Seller has repaired the damage caused by such fire or other casualty. Seller shall maintain "all risk" replacement value insurance coverage in place on the Property at all times prior to the Closing. In the event, prior to the Closing, of any condemnation of all or a part of the Property, or loss or damage by fire or other casualty to the Property, which exceeds the Materiality Limit, at Buyer's sole option, either: (a) this Agreement shall terminate in accordance with Article 14 hereof if Buyer shall bear the risk of loss. so notify Seller will notify Buyer in writing within ten (10) days after of Buyer receiving notice of, or otherwise becoming aware of, any from Seller of the casualty or the commencement of any proceedings for the taking by eminent domain of all or any part of the Property. If, prior to the Closing, any improvements on the Property are materially destroyed or materially damaged by casualty before Closing, or if condemnation proceedings are commenced against all or a material portion of the Property before Closing, then Buyer shall have the (provided that at Buyer's option, exercisable by written notice given to Seller on or prior to the date Closing shall be postponed so that is Buyer has the full ten (10) days after Buyer’s receipt of notice of day period to make such damage, destruction or taking to terminate this Agreement, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be delivered to Seller and the remaining portion of the Xxxxxxx Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein. For purposes of this Section 15, “material portion” shall mean (i) in the case of damage or destruction by casualty, a portion of the Property having a replacement cost equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00)election; or (iib) in the case if Buyer shall not have timely notified Seller of a taking, a portion of the Property for which the condemnation award is equal to or in excess of Two Million and 00/100 Dollars ($2,000,000.00). If Buyer does not elect its election to terminate this Agreement or in accordance with paragraph (a) above, the Closing shall occur just as if such damagecondemnation, destructionloss, taking or threatened taking is damage had not materialoccurred, Buyer shall proceed with the purchase of the Property without reduction or offset of in the Purchase Price Price, and except to the extent Seller shall have previously restored or made payments in connection with the restoration the Property to its condition prior to the occurrence of any such damage or destruction, Seller shall assign to Buyer all claims of Seller's interest in any condemnation actions and right to proceeds under any property insurance policy and shall credit or deliver to Buyer at Closing the any and all proceeds paid to Seller by Seller's insurer with respect to such fire or other casualty; provided, however, that Seller shall be entitled to retain an amount of any deductible provided for such insurance proceeds equal to Seller's reasonable expenses, if any, incurred by Seller in repairing the policy.damage caused by such fire or other casualty. At Closing, in the