Common use of Condemnation and Destruction Clause in Contracts

Condemnation and Destruction. A. If, prior to the Closing Date, all or any significant portion of the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated (collectively, a "Taking"), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than ten (10) business days after receipt of Sellers's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part of any of the Buildings is destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.

Condemnation and Destruction. A. (a) If, prior to the Closing Date, all or any significant portion (as defined in this Section) of the Property is taken by eminent domain (or, if prior to the Closing Date, any eminent domain proceeding with respect to any significant portion of the Property has been commenced or is the subject of a pending taking which Seller has not been consummated (collectively, a "Taking"received written notice threatening to commence any such eminent domain proceeding), Sellers Seller shall notify Buyer of such fact Purchaser thereof promptly after obtaining knowledge thereof and Buyer either Purchaser or Seller shall have the option right to terminate this Agreement upon Agreement, which termination shall be effected by giving notice to Sellers given the other not later than ten (10) business days after receipt the giving of SellersSeller's notice. For the purposes hereof, time being a "significant portion" of the essenceProperty shall mean such a portion of the Property as shall have a value, as reasonably determined by Seller, in excess of ten (10%) percent of the Purchase Price. If either party elects to terminate this Agreement is terminated, as aforesaid, then the Deposit provisions of Section 16(b) shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreementapply. If Buyer neither Seller nor Purchaser elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildingsanything other than a significant portion) of the Property is taken by eminent domaindomain (or becomes the subject of a pending taking), there shall be no abatement of the Purchase Price, but Sellers Price and Seller shall assign and turn over to Purchaser (without recourse) at the ClosingClosing the rights of Seller to the awards theretofore received, if any, for the taking, and Buyer Purchaser shall be entitled to all rights of Seller under the Loan Documents, if any, to receive and keep, keep all awards for the taking of the Property or such taking by eminent domainportion thereof. B. (b) If, prior to the ClosingClosing Date, a material part of any (as defined in this Section) of the Buildings Property is destroyed or damaged by fire or other casualty casualty, Seller shall promptly notify Purchaser thereof and either Purchaser or Seller shall have the right to terminate this Agreement, which termination shall be effected by giving notice to the other not later than ten (10) days after the giving of Seller's notice. For the purposes hereof, a "materialmaterial part" being deemed to be any destruction greater than "immaterial"of the Property shall mean a part of the Property as shall have a value, as defined belowreasonably determined by Seller, or permitting Tenants paying Rents in excess of more than ten percent (10%) percent of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option Purchase Price. If either party elects to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit provisions of Section 16(b) shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreementapply. If Buyer neither Seller nor Purchaser elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterialimmaterial part" part of any (i.e., anything other than a material part) of the Buildings Property by fire or other casualty, then Sellers there shall be no abatement of the Purchase Price and Seller shall assign and turn overto Purchaser (without recourse) at the Closing the rights of Seller to any insurance proceeds theretofore received, if any, with respect to such damage or destruction, and Buyer Purchaser shall be entitled to all rights of Seller under the Loan Documents, if any, to receive and keep, all keep any insurance proceeds paid or to be paid, and relating to payable upon the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement occurrence of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.

Condemnation and Destruction. A. (a) Seller shall provide prompt written notice to Purchaser if Seller is notified of any eminent domain proceeding affecting or threatened to affect the Property. If, prior to the Closing Date, all or any significant portion of the Property or the ingress or egress thereto is threatened or taken by eminent domain (or is the subject of a pending taking which has not been consummated (collectively, a "Taking"consummated), Sellers shall notify Buyer such that the Purchaser's use of such fact the Property will be materially and Buyer detrimentally affected, Purchaser shall have the option to terminate this Agreement Agreement, upon written notice to Sellers the Seller given not later than ten (10) business days after receipt of Sellersthe Seller's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects Purchaser does not exercise its option to terminate this Agreement as aforesaidpursuant to this Paragraph (a), or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) portion of the Property is taken by eminent domain, the parties shall proceed to close this Agreement, there shall be no abatement adjustment of the Purchase Price, but Sellers Price and the Seller shall assign and turn over at the Closingover, and Buyer the Purchaser shall be entitled to receive and keep, all awards for such the taking by eminent domain. B. If(b) Except as otherwise provided herein, prior the risk of loss for any damages or loss from fire or other casualty shall remain with the Seller until such time as title has passed pursuant to this Agreement. Seller shall provide prompt written notice to Purchaser if Seller is notified that the Closing, Property has suffered any damage or loss from fire or other casualty. If a material part of any of the Buildings is destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights damaged or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings destroyed by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.the

Condemnation and Destruction. A. If, (a) Risk of loss to the Premises from fire or other casualty shall be borne by SummitBridge and Receiver in their respective interested capacities until Closing. If the Premises or any portion thereof is damaged or destroyed by fire or other casualty prior to the Closing DateClosing, all which damage in either party’s reasonable judgment materially affects the value of the Premises, and if Receiver is unable or any significant chooses not to restore, within ninety (90) calendar days following such casualty, the damaged portion of the Property is taken by eminent domain or is the subject of Premises to a pending taking condition substantially equivalent to that which has not been consummated (collectivelyexisted immediately prior to such casualty, a "Taking"), Sellers shall notify Buyer of such fact and Buyer shall have the option either party may elect to terminate this Agreement upon notice to Sellers given not later than ten (10) business days after receipt of Sellers's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer either party elects to terminate this Agreement, it shall notify the other in writing within thirty (30) calendar days after Purchaser has received written notice of such damage or destruction from Receiver (unless within such thirty (30) day period Receiver shall have advised Purchaser of its intention to restore the damaged portion of the Premises as provided in the preceding sentence, in which case the Closing shall be extended for up to ninety (90) days following such casualty), and this Agreement shall be deemed to be terminated and the parties hereto shall have no further obligations to or recourse against each other with regard to the matters provided for herein except for the rights and obligations which expressly survive the termination hereof. If Receiver does not restore the damaged portion of the Premises as provided above, and if neither party elects to terminate this Agreement as aforesaidprovided in this Section, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access then the parties shall attempt to negotiate a reduction in the Purchase Price based on the amount of damage to the Property and does Premises. If the parties are able to agree on such a reduction, the transaction shall proceed as contemplated herein, but at the reduced Purchase Price. If the parties do not serve agree to decrease a price reduction in writing within sixty (60) days of the damage, then this Agreement shall automatically terminate. (b) If prior to the Closing all or any material respect the size of any portion of the Buildings) Premises, as reasonably determined by Receiver, becomes the subject of a condemnation proceeding by a public or quasi-public authority having the Property is taken by power of eminent domain, there Receiver shall immediately notify Purchaser thereof in writing and either party may elect to terminate this Agreement. If either party elects to terminate this Agreement, it shall so notify the other within thirty (30) calendar days after Purchaser has received written notice of such proceedings from Receiver, and this Agreement shall be deemed null and void and the parties hereto shall have no abatement of further obligations to or recourse against each other with regard to the Purchase Pricematters provided for herein except for the rights and obligations which expressly survive the termination hereof. If neither party shall elect to terminate this Agreement as provided in this Section, but Sellers then the transaction shall assign and turn over at the Closingproceed as contemplated herein, and Buyer in which event Purchaser shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part proceeds of any of the Buildings is destroyed award or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial"payment in lieu thereof, as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit there shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement no reduction of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.

Condemnation and Destruction. A. 13.1 If, prior to the Closing Date a Non-Material Taking occurs, then (a) Seller shall promptly notify Purchaser of such fact, (b) Purchaser shall not have any right to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing, Purchaser shall accept the Property subject to such Non-Material Taking or so much of the Property as remains after such Non-Material Taking, as the case may be, with no abatement of the Purchase Price, and (d) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all condemnation proceeds and/or awards for such Non-Material Taking. If, prior to the Closing Date, all or any significant portion of the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated Material Taking occurs, then (collectively, a "Taking"), Sellers i) Seller shall promptly notify Buyer Purchaser of such fact and Buyer (ii) Purchaser shall have the option right (in its sole and absolute discretion) to terminate this Agreement upon by delivering notice of such termination to Sellers given not later than Seller on or before the date ten (10) business days Business Days after receipt of Sellers's noticeit receives such notice from Seller, time being and the Closing Date shall be extended as necessary to permit Purchaser such ten (10) Business Day period. In the event that Purchaser fails to exercise such termination right within such ten (10) Business Day period, Purchaser shall be deemed to have waived such termination right, in which event the provisions of the essencefirst sentence of this Section 13.1 shall apply to such Material Taking. If In the event that Purchaser delivers a notice of termination within such ten (10) Business Day period, this Agreement is terminatedshall terminate, as aforesaidEscrow Agent shall immediately return the Downpayment to Purchaser, then the Deposit parties shall be returned to Buyereach pay one-half (1/2) the cost of escrow, and thereupon neither party shall have any further rights or obligations hereunder except for the Surviving Obligations. 13.2 If, prior to the other hereunder except Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) Seller shall promptly notify Purchaser of such obligations as survive termination of this Agreement. If Buyer elects fact, (b) Purchaser shall not have any right or option to terminate this Agreement as aforesaidand this Agreement shall continue in effect, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to c) at the Closing Purchaser shall accept the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be its then “as is” condition with no abatement of the Purchase Price, but Sellers and (d) at the Closing, Seller shall assign and turn over at the Closingto Purchaser, and Buyer Purchaser shall be entitled to receive and keep, all awards for of Seller’s interest in and to all insurance proceeds payable in connection with such taking by eminent domain. B. Non-Material Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds. If, prior to the ClosingClosing Date, a material part of any of the Buildings is destroyed or damaged by fire or other casualty Material Casualty ("material" being deemed to be any destruction greater than "immaterial"as hereinafter defined) occurs, as defined below, or permitting Tenants paying Rents of more than ten percent then (10%i) of the aggregate Rents of the Property to terminate their leases), Sellers Seller shall promptly notify Buyer Purchaser of such fact and Buyer (ii) Purchaser shall have the right (in its sole and absolute discretion) to terminate this Agreement by delivering notice of such termination to Seller on or before the date ten (10) Business Days after it receives such notice from Seller, and the Closing Date shall be extended as necessary to permit Purchaser such ten (10) Business Day period. If Purchaser fails to exercise such termination right within such ten (10) Business Day period, Purchaser shall be deemed to have waived such termination right, in which event (x) Purchaser shall not have any right or option to terminate this Agreement upon notice due to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If such Material Casualty and this Agreement is terminated shall continue in effect, (y) at the Closing Purchaser shall accept the Property in its then “as aforesaidis” condition with no abatement of the Purchase Price, then and (z) at the Deposit Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be returned entitled to Buyerreceive and keep, all of Seller’s interest in and to all insurance proceeds payable in connection with such Material Casualty, and thereupon Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds. In the event that Purchaser delivers a notice of termination within such ten (10) Business Day period, this Agreement shall terminate, Escrow Agent shall immediately return the Downpayment to Purchaser, the parties shall each pay one-half (1/2) the cost of escrow, and neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for Surviving Obligations. 13.3 As used herein, the deductible amount under Sellers' insurance policy (if any), without further abatement of following terms shall have the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.following meanings:

Condemnation and Destruction. A. 13.1 If, prior to the Closing Date, all or any significant portion of the Property or any means of ingress thereto or egress there from is taken by eminent domain (or is the subject of a pending or threatened taking which has not been consummated (collectively, a "Taking"consummated), Sellers then Seller shall immediately notify Buyer the Purchaser of such fact and Buyer Purchaser shall have the option to terminate this Agreement upon written notice to Sellers the Seller given not later than ten (10) business days Business Days after receipt of Sellersthe Seller's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyerthe Purchaser. Upon such return of the Deposit, and thereupon neither party shall have any further rights or obligations to the other hereunder hereunder, except such rights or obligations as specified in this Agreement to survive the termination of this Agreement. If Buyer elects Purchaser does not exercise this option to terminate this Agreement as aforesaidAgreement, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers Seller shall assign and turn over at the Closingover, and Buyer the Purchaser shall be entitled to receive and keep, all awards for such the taking by eminent domain, and there shall be no abatement of the Purchase Price. B. If, prior to 13.2 If any part of the Closing, a material Property or any part of any means of the Buildings ingress thereto or egress there from subject to this Agreement is damaged, destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial"casualty, as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of Seller shall immediately notify the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer Purchaser of such fact and Buyer Purchaser shall have the option to terminate this Agreement upon written notice to Sellers Seller given not later than twenty ten (2010) days Business Days after receipt of Sellersthe Seller's notice. If this Agreement is terminated as aforesaidUpon such termination, then the Deposit shall be returned to BuyerPurchaser. Upon such return of the Deposit, and thereupon neither party shall have any further rights or obligations to the other hereunder hereunder, except such rights or obligations as specified in this Agreement to survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.

Condemnation and Destruction. A. (A) If, prior to the Closing Date, all or any significant material portion of the Property is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated (collectively, a "Taking"consummated), Sellers Seller shall notify Buyer Purchaser of such fact promptly and Buyer prior to Closing, and Purchaser shall have the option (which option shall be set forth in a notice from Purchaser to terminate this Agreement upon notice to Sellers Seller and Escrow Agent given not later than ten thirty (1030) business days after receipt of SellersSeller's noticenotice or, time being of if earlier, by Closing): (i) to terminate this Agreement, in which event the essence. If this Agreement is terminatedDeposit, as aforesaidtogether with all interest earned thereon, then the Deposit shall be returned refunded to BuyerPurchaser by Escrow Agent (except for the Option Fee, which shall be paid to Seller at such time as consideration for the rights afforded Purchaser under this Agreement), and thereupon neither party the parties shall have be relieved of any further rights liability or obligations to the other hereunder obligation under this Agreement, except for such obligations as are expressly stated to survive termination of this Agreement. If Buyer elects not termination; or (ii) to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access accept title to the Property and does not serve to decrease in (other than the portion so taken), without any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers in which event Seller shall assign and turn over or credit to Purchaser at the Closing, and Buyer Purchaser shall be entitled to receive and keep, all awards for such amounts awarded or to be awarded as the result of the taking. Upon any taking by eminent domainor threat of taking that occurs prior to Closing but that is not material, the parties shall proceed to Closing in accordance with the further terms of this Agreement and, with regard to the taking, in accordance with the provisions of clause (ii) above. B. (B) If, prior to the Closing Date, all or any material portion of the Property is damaged or destroyed by fire or other casualty, Seller shall notify Purchaser of such fact promptly and prior to Closing, and Purchaser shall have the option (which option shall be set forth in a material part written notice from Purchaser to the Seller and Escrow Agent given not later than thirty (30) days after receipt of the Seller's notice or, if earlier, by Closing): (i) to terminate this Agreement, in which event the Deposit, together with all interest earned thereon, shall be refunded to Purchaser by Escrow Agent (except for the Option Fee, which shall be paid to Seller at such time as consideration for the rights afforded Purchaser under this Agreement), and the parties shall be relieved of any further liability or obligation under this Agreement, except for such obligations as are expressly stated to survive termination; or (ii) to accept title to the Property in its existing condition without any abatement of the Buildings Purchase Price (other than a credit for the deductibles of the applicable insurance policies), in which event Seller shall assign or credit to Purchaser, at the Closing, all of the Seller's right, title and interest in and to the insurance proceeds awarded or to be awarded to the Seller as the result of such damage or destruction. In such event, Seller shall reasonably cooperate with Purchaser in the adjustment and settlement of the insurance claim. In the event there is destroyed damage or damaged destruction by fire or other casualty that is not material, then in such case the parties shall proceed to Closing hereunder otherwise in accordance with the terms of this Agreement and without adjustment of the Purchase Price, but in such case the damage or destruction shall be repaired as promptly as is reasonable by the Seller, and in the event the same is not repaired on or before the Closing Date, Seller shall retain all insurance proceeds paid or payable thereto ("material" being deemed and there shall be no credit to Purchaser for any deductibles), but the reasonable cost of such repairs remaining to be any destruction greater than performed (the "immaterialReasonable Cost"), as defined belowmutually agreed upon by Seller and Purchaser, or permitting Tenants paying Rents of more than ten percent (10%) of shall be credited to Purchaser at Closing and Seller shall have no further obligations to complete such repairs. If Seller and Purchaser are unable to mutually agree upon the aggregate Rents of the Property to terminate their leases)Reasonable Cost, Sellers shall notify Buyer of such fact and Buyer then either party shall have the option right to terminate this Agreement upon by notice to Sellers given not later than twenty the other party and Escrow Agent, in which event the Deposit, less the Option Fee (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaidwhich shall be paid to Seller), then the Deposit shall be returned to BuyerPurchaser by Escrow Agent, this Agreement shall be void and thereupon of no further effect and neither party shall have any further rights liability or obligations obligation hereunder, except for matters that by the express terms hereof survive termination. (C) With respect to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaida condemnation, or if there is damage to or destruction of an a "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterialmaterial" part of the Buildings Property shall be deemed to have been taken if (i) more than five percent (5%) of the Land in the Property is taken or is the subject of a pending or contemplated taking, (ii) such taking would have a material adverse impact on access or parking in the Property, such that the Property no longer complies with all applicable laws or with the terms of the Leases, or (iii) such taking gives a tenant the right to terminate its Lease. With respect to a casualty, a "material" part of the Property shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement thereof shall be $2,500,000 200,000 or lessmore, or (ii) if such damage or destruction gives a tenant the damage right to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyerterminate its Lease.

Condemnation and Destruction. A. If, prior to the Closing Date, a taking of any portion of the Property by condemnation or eminent domain (a “Taking”) or all or any significant a portion of the Property is taken destroyed by eminent domain fire or is the subject of other casualty (a pending taking which has not been consummated (collectively, a "Taking"“Casualty”), Sellers then (i) Seller shall notify Buyer Purchaser of such fact and Buyer (ii) Purchaser shall have the option right to terminate this Agreement upon by delivering notice of such termination to Sellers given not later than Seller on or before the earlier of the Closing Date or the date ten (10) business days Business Days after receipt of Sellers's noticeit receives such notice from Seller. If Purchaser fails to exercise such termination right by such time, time being Purchaser shall be deemed to have waived such termination right, in which event, at the Closing, (x) Purchaser shall accept the Property subject to such Taking or subject to such Casualty (or so much of the essenceProperty as remains after such Taking or Casualty), as the case may be, with no abatement of the Purchase Price and (y) Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, either all of Seller’s interest in and to all awards for such Taking or all of Seller’s interest in and to all insurance proceeds, including business interruption coverage (if carried), payable in connection with such Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds, as the case may be. If Purchaser delivers a notice of termination within the time period described above, then this Agreement is terminatedshall terminate, as aforesaidEscrow Agent shall refund the Downpayment to Purchaser, then the Deposit shall be returned to Buyer, and thereupon whereupon neither party shall have any further rights or obligations to the other hereunder except such for any obligations as survive termination of this Agreement. If Buyer elects not which are to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part of any of the Buildings is destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyerexpressly set forth herein.

Condemnation and Destruction. A. 14.1. If, prior to the Closing Date a Non-Material Taking (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact, (ii) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (iii) at the Closing, Purchaser shall accept the Shopping Center subject to such Non-Material Taking or so much of the Shopping Center as remains after such Non-Material Taking, as the case may be, with no abatement of the Purchase Price, and (iv) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller's interest in and to all awards for such Non-Material Taking. If, prior to the Closing Date, all or any significant portion of a Material Taking (as hereinafter defined) occurs with respect to the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated Shopping Center, then (collectively, a "Taking"), Sellers i) Seller shall notify Buyer Purchaser of such fact and Buyer (ii) Purchaser shall have the option right to terminate this Agreement upon by delivering notice of such termination to Sellers given not later than Seller on or before the tenth (10th) day after Purchaser receives such notice from Seller, and if necessary, the Closing Date shall be postponed until the Business Day next immediately following such tenth (10th) day. In the event that Purchaser fails to exercise such termination right within such ten (10) business days after receipt of Sellers's noticeday period, time being Purchaser shall be deemed to have waived such termination right, in which event the provisions of the essencefirst sentence of this SECTION 14.1 shall apply to such Material Taking. If In the event that Purchaser delivers a notice of termination within such ten (10) day period, then this Agreement is terminatedshall terminate, as aforesaidEscrow Agent shall refund the Downpayment to Purchaser, then the Deposit shall be returned to Buyer, and thereupon whereupon neither party shall have any further rights or obligations hereunder except that the obligations of the parties under SECTIONS 13, 31, 32, 34, 35.2 and 35.3 shall survive. 14.2. If, prior to the other hereunder except Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (i) Seller shall promptly notify Purchaser of such obligations as survive termination of this Agreement. If Buyer elects fact, (ii) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (iii) at the Closing Purchaser shall accept the Shopping Center in its then "as aforesaid, or if an "insignificant portionis" (i.e., any Taking which does not materially interfere condition with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers and (iv) at the Closing, Seller shall assign and turn over at the Closingto Purchaser, and Buyer Purchaser shall be entitled to receive and keep, all awards for of Seller's interest in and to all insurance proceeds payable in connection with such taking by eminent domain. B. Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds plus an amount equal to all additional funds (in excess of available insurance proceeds) reasonably required to fully restore the Shopping Center to its condition prior to such Non-Material Casualty. If, prior to the ClosingClosing Date, a material part of any of Material Casualty (as hereinafter defined) occurs with respect to the Buildings is destroyed or damaged by fire or other casualty Shopping Center, then ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%i) of the aggregate Rents of the Property to terminate their leases), Sellers Seller shall promptly notify Buyer Purchaser of such fact and Buyer (ii) Purchaser shall have the option right to terminate this Agreement upon by delivering notice of such termination to Sellers given not later than twenty Seller on or before the tenth (2010th) days day after receipt Purchaser receives such notice from Seller, and if necessary, the Closing Date shall be postponed until the Business Day next immediately following such tenth (10th) day. In the event that Purchaser fails to exercise such termination right within such ten (10) day period, Purchaser shall be deemed to have waived such termination right, in which event the provisions of Sellers's noticethe first sentence of this SECTION 14.2 shall apply to such Material Casualty. If In the event that Purchaser delivers a notice of termination within such ten (10) day period, then this Agreement is terminated as aforesaidshall terminate, then Escrow Agent shall refund the Deposit shall be returned Downpayment to BuyerPurchaser, and thereupon whereupon neither party shall have any further rights or obligations to the other hereunder except such that the obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualtyparties under SECTIONS 13, then Sellers 31, 32, 34, 35.2 and 35.3 shall assign and turn oversurvive. 14.3. As used herein, and Buyer the following terms shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to have the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.following meanings:

Condemnation and Destruction. A. If, (a) Risk of loss to the Premises from fire or other casualty shall be borne by Seller until Closing. If the Premises or any portion thereof is damaged or destroyed by fire or other casualty prior to the Closing DateClosing, all which damage in either party's reasonable judgment materially affects the value of the Premises, and if Seller is unable or any significant chooses not to restore within one hundred eighty (180) calendar days following such casualty, the damaged portion of the Property is taken by eminent domain or is the subject of Premises to a pending taking condition substantially equivalent to that which has not been consummated (collectivelyexisted immediately prior to such casualty, a "Taking"), Sellers shall notify Buyer of such fact and Buyer shall have the option either party may elect to terminate this Agreement upon notice to Sellers given not later than ten (10) business days after receipt of Sellers's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer either party elects to terminate this Agreement, it shall notify the other in writing within thirty (30) calendar days after Purchaser has received written notice of such damage or destruction from Seller (unless within such thirty (30) day period Seller shall have advised Purchaser of its intention to restore the damaged portion of the Premises as provided in the preceding sentence) and the parties hereto shall have no further obligations to or recourse against each other with regard to the matters provided for in this Agreement, except for rights and obligations which expressly survive the termination hereof. If Seller does not restore the damaged portion of the Premises as provided above, and if neither party elects to terminate this Agreement as aforesaidprovided in this Paragraph 8(a), or if an "insignificant portion" then the transaction shall proceed as contemplated herein, in which event Seller shall assign to Purchaser all of Seller's right, title and interest in any insurance proceeds to be paid on the claim of loss. (i.e., any Taking which does not materially interfere with access b) If prior to the Property and does not serve to decrease in Closing all or any material respect the size of any portion of the Buildings) Premises becomes the subject of a condemnation proceeding by a public or quasi-public authority having the Property is taken by power of eminent domain, there Seller shall be no abatement immediately notify Purchaser thereof in writing and either party may elect to terminate this Agreement. If either party elects to terminate this Agreement, it shall so notify the other within thirty (30) calendar days after Purchaser has received written notice of the Purchase Price, but Sellers shall assign and turn over at the Closingsuch proceedings from Seller, and Buyer the parties hereto shall have no further obligations to or recourse against each other with regard to the matters provided for in this Agreement, except for rights and obligations which expressly survive the termination hereof. If neither party shall elect to terminate this Agreement as provided in this paragraph, the transaction shall proceed as contemplated herein, in which event Purchaser shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part proceeds of any award or payment in lieu thereof. In addition, seller will represent at closing, that seller has not received any notification with regard to any condemnation, nor does he have any knowledge of the Buildings is destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's noticeproceeding. If this Agreement representation is terminated as aforesaidfalse, then the Deposit shall be returned seller will pay $1,000,000 damages to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and BuyerPurchaser.

Condemnation and Destruction. A. If(a) In the event (i) any portion of the Property should be damaged or destroyed by fire or other casualty estimated by an independent professional insurance adjuster to cost less than $400,000.00 to repair, such results to be certified to both Seller and Purchaser, the Closing will proceed as scheduled with an appropriate adjustment to the Purchase Price for the damage to the Property. Seller shall make timely claims under all applicable insurance policies for the value of the loss and shall be entitled to retain all insurance proceeds. Purchaser agrees to reasonably cooperate with Seller in requests in obtaining payment of such claims. The terms of this provision shall survive Closing. In the event all or any portion of the Property should be damaged or destroyed by fire or other casualty estimated by Seller’s professional insurance adjuster in the case of insured risks to cost $400,000.00 or more to repair, or by any uninsured risk prior to the Closing Date, or the damage cannot reasonably be restored within one hundred eighty (180) days of the date of the casualty, Purchaser may, at Purchaser’s sole option, elect either: (i) to terminate this Agreement by giving written notice to Seller no later than ten (10) business days after the giving of Seller’s notice provided for below and receive back the Deposit; or (ii) to close under this Agreement without any reduction in the Purchase Price and require Seller to assign to Purchaser at Closing all claims under all applicable insurance policies (or all proceeds, if any are received before the Closing) for such damage and pay to Purchaser the amount of any deductible under the insurance policy. (b) In the event that all of the Property is condemned or taken by eminent domain proceedings, or any significant material portion of the Property which, in Purchaser’s sole determination, would adversely affect the ability of Purchaser to use the Property as intended is condemned or taken by eminent domain proceedings by any public authority prior to the Closing, then Purchaser may, at Purchaser’s sole option, elect either: (i) to terminate this Agreement by giving written notice to Seller no later than ten (10) business days after the giving of Seller’s notice provided for below and receive back the Deposit; or (ii) to close under this Agreement without reduction in the Purchase Price and require Seller to assign to Purchaser at Closing all condemnation proceeds or rights to proceeds payable as a result of such condemnation or sale in lieu thereof. (c) If, after the date hereof, (i) any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending taking which has not yet been consummated (collectively, a "Taking"consummated), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than ten or (10ii) business days after receipt of Sellers's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part of any of the Buildings is destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost excluding routine wear and tear), Seller shall notify Purchaser in writing of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days such fact promptly after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyerobtaining knowledge thereof.

Condemnation and Destruction. A. (a) If, prior to the Closing Date, any Property or any major part of any Property, is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), then Sellers shall notify Buyer of such fact ("Taking Notice"). Buyer may terminate this Agreement with respect to any affected Property by written notice to the other given not later than fifteen (15) business days after receipt of the Taking Notice and the provisions of Section 33 shall apply. In the event that no such termination notice is given within the aforementioned period, then Buyer shall be deemed to have agreed to accept title to any affected Property (other than the portion so taken), without abatement of the Purchase Price, in which event the Company shall be entitled to receive and keep, and Sellers shall waive all rights to, all amounts awarded, or to be awarded, as the result of the taking. (b) In the event any minor part of any Property is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), then Sellers shall send a Taking Notice and Buyer shall accept title to any such affected Property without abatement of the Purchase Price and the Company shall be entitled to receive and keep, and Sellers shall waive all rights to, all amounts awarded, or to be awarded, as the result of the taking. (c) If, prior to the Closing Date, all or any significant portion of the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated (collectively, a "Taking"), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than ten (10) business days after receipt of Sellers's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part of any of the Buildings Property is damaged or destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign notify Buyer of such fact ("Damage Notice"). Buyer may terminate this Agreement with respect to any affected Property by notice given not later than fifteen (15) business days after receipt of the Damage Notice and turn overthe provisions of Section 33 shall apply. In the event no such termination notice is given within the aforementioned period, and then Buyer shall be entitled deemed to receive and keep, all insurance proceeds paid or have agreed to be paid, and relating accept title to the damage to the any affected Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, providedin which event the Company shall receive and keep, howeverand Sellers shall assign any and all rights to, that the insurance proceeds awarded or to be awarded to Sellers as the result of such damage or destruction, giving Buyer a credit at the Closing for any deductible under the insurance policy, less any amounts paid for restoration. (d) In the event there is damage to or destruction of an immaterial part of any Property by fire or other casualty, such damage or destruction shall, subject to receipt of insurance proceeds, be repaired promptly by the affected Company, and in no the event such damage or destruction cannot be fully repaired by the Closing Date, then Sellers shall have the right to extend the Closing Date until such repairs shall have been completed, not in excess of sixty (60) days. Notwithstanding Sellers' election to delay the Closing, Buyer shall have the right to close on the original Closing Date provided Buyer accepts title to the affected Property(ies) without abatement of the Purchase Price, in which event the Company shall receive and keep, and Sellers shall assign any and all rights to, the insurance proceeds awarded or to be obligated awarded to restore Sellers as the result of such damage or destruction, giving Buyer a credit at Closing for any portion deductible under the insurance policy, less any amounts paid for restoration. In the event Sellers does not elect to delay Closing, or if the Closing is delayed and Sellers is unable to repair the damage or destruction by the extended Closing Date, then Buyer or Home Properties may terminate this Agreement with respect to any affected Property and the provisions of Section 33 shall apply. Notwithstanding the foregoing, Buyer waives any right to terminate this Agreement with respect to Oak Park Manor, which has a fire damaged unit, as described in Section 32 below. (e) A "major" part of any Property shall be deemed to have been taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated) if such taking shall result in the loss of any apartment units or shall materially interfere with the use of the Property that is damaged by casualty. Sellers agree as an apartment complex, and a "minor" part of any Property shall be deemed to maintain have been taken if such taking shall not result in force the loss of any apartment units and effect until shall not materially interfere with the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% use of the replacement value thereof Property as an apartment complex (less such as a reasonable deductibleroad widening). . (f) An "immaterial" part of the Buildings any Property shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement thereof shall be $2,500,000 1,000,000, or less, and a "material" part thereof shall be deemed to have been damaged or (ii) the damage to the Buildings may be repaired (without regard to destroyed if the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyerof repair or replacement thereof shall be greater than $1,000,000. 18.

Condemnation and Destruction. A. 14.1. If, prior to the Closing Date, all or any significant portion of the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated Non-Material Taking (collectivelyas hereinafter defined) occurs, a "Taking"), Sellers then (i) Seller shall promptly notify Buyer Purchaser of such fact and Buyer fact, (ii) Purchaser shall not have the any right or option to terminate this Agreement upon notice and this Agreement shall continue in effect, (iii) at the Closing, Purchaser shall accept the Premises subject to Sellers given not later than ten (10) business days after receipt of Sellers's notice, time being such Non-Material Taking or so much of the essence. If this Agreement is terminatedPremises as remains after such Non-Material Taking, as aforesaidthe case may be, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers and (iv) at the Closing, Seller shall assign and turn over at the Closingto Purchaser, and Buyer Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all awards for such taking by eminent domain. B. Non-Material Taking, or, if Seller has already received such awards, the amount of such awards shall be credited to Purchaser towards the Purchase Price at Closing. If, prior to the ClosingClosing Date, a material part of any of the Buildings is destroyed or damaged by fire or other casualty Material Taking ("material" being deemed to be any destruction greater than "immaterial"as hereinafter defined) occurs, as defined below, or permitting Tenants paying Rents of more than ten percent then (10%a) of the aggregate Rents of the Property to terminate their leases), Sellers Seller shall promptly notify Buyer Purchaser of such fact and Buyer (b) Purchaser shall have the right to terminate this Agreement by delivering notice of such termination to Seller on or before the earlier of the Closing Date or the date ten (10) days after it receives such notice from Seller. In the event that Purchaser fails to exercise such termination right within such ten (10) day (or shorter) period, Purchaser shall be deemed to have waived such termination right, in which event (x) Purchaser shall not have any right or option to terminate this Agreement upon notice due to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If such Material Taking and this Agreement is terminated shall continue in effect, (y) at the Closing, Purchaser shall accept the Premises subject to such Material Taking or so much of the Premises as aforesaidremains after such Material Taking, then as the Deposit shall be returned to Buyercase may be, with no abatement of the Purchase Price, and thereupon neither party shall have any further rights or obligations to (z) at the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaidClosing, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers Seller shall assign and turn overover to Purchaser, and Buyer Purchaser shall be entitled to receive and keep, all insurance proceeds paid of Seller’s interest in and to all awards for such Material Taking, or, if Seller has already received such awards, the amount of such awards shall be credited to Purchaser towards the Purchase Price at Closing. In the event that Purchaser delivers a notice of termination within such ten (10) day (or shorter) period, the provisions of Section 9 of this Agreement shall apply to be paidsuch termination. During the pendency of this Agreement, and relating Seller shall not settle, adjust or compromise any awards with respect to any Taking without first obtaining Purchaser’s prior written consent, which Purchaser may withhold in its reasonable discretion. 14.2. If, prior to the damage Closing Date, a Non-Material Casualty (as hereinafter defined) occurs, then (i) Seller shall promptly notify Purchaser of such fact, (ii) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (iii) at the Property caused by Closing Purchaser shall accept the Premises in the then “as is” condition of such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection Premises with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further no abatement of the Purchase Price, and (iv) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all insurance proceeds payable in connection with such Non-Material Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds. If, prior to the Closing Date, a Material Casualty (as hereinafter defined) occurs, then (a) Seller shall promptly notify Purchaser of such fact and (b) Purchaser shall have the right to terminate this Agreement by delivering notice of such termination to Seller on or before the earlier of the Closing Date or the date ten (10) days after it receives such notice from Seller. If Purchaser fails to exercise such termination right within such ten (10) day (or shorter) period, Purchaser shall be deemed to have waived such termination right, in which event (x) Purchaser shall not have any right or option to terminate this Agreement due to such Material Casualty and this Agreement shall continue in effect, (y) at the Closing Purchaser shall accept the Premises in the then “as is” condition of the Premises with no abatement of the Purchase Price, and (z) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all insurance proceeds payable in connection with such Material Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds. In the event that Purchaser delivers a notice of termination within such ten (10) day (or shorter) period, then the provisions of Section 9 of this Agreement shall apply to such termination. During the pendency of this Agreement, Seller shall not settle, adjust or compromise any insurance proceeds with respect to any Casualty without first obtaining Purchaser’s prior written consent, which Purchaser may withhold in its reasonable discretion. 14.3. Notwithstanding anything to the contrary set forth in this Section 14, Seller shall have no obligation to repair any damage or destruction to the Premises caused by any Casualty or to otherwise restore the Premises after any Taking, and Seller shall have no other obligation or liability of any kind or nature in respect of any Casualty or Taking affecting the Premises; provided, however, that as a condition to Purchaser’s obligations under this Agreement, Seller acknowledges and agrees that each unit on the Premises that is currently not in operation as of the Effective Date due to casualty or damage (each a “Downed Unit” and collectively, the “Downed Units”) shall be repaired and restored, at Seller’s sole cost and expense, at or prior to Closing. Notwithstanding the foregoing to the contrary, in no event shall Sellers Seller be obligated to restore any portion of expend more than Five Thousand and 00/100 Dollars ($5,000) in connection with repairs to a Downed Unit. For the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less purposes hereof, a reasonable deductible). An "immaterial" part of the Buildings Downed Unit shall be deemed to repaired and restored if it meets the requirements of a unit in “Rent-Ready Condition” as defined in Section 6.11 above. 14.4. As used herein, the following terms shall have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage to the Buildings may be repaired (without regard to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyer.following meanings:

Condemnation and Destruction. A. (a) If, prior to the Closing Date, any Property or any major part of any Property, is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), then Sellers shall notify Buyer of such fact (“Taking Notice”). Buyer may terminate this Agreement with respect to any affected Property by written notice to the other given not later than fifteen (15) business days after receipt of the Taking Notice and the provisions of Section 33 shall apply. In the event that no such termination notice is given within the aforementioned period, then Buyer shall be deemed to have agreed to accept title to any affected Property (other than the portion so taken), without abatement of the Purchase Price, in which event the Company shall be entitled to receive and keep, and Sellers shall waive all rights to, all amounts awarded, or to be awarded, as the result of the taking. (b) In the event any minor part of any Property is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), then Sellers shall send a Taking Notice and Buyer shall accept title to any such affected Property without abatement of the Purchase Price and the Company shall be entitled to receive and keep, and Sellers shall waive all rights to, all amounts awarded, or to be awarded, as the result of the taking. (c) If, prior to the Closing Date, all or any significant portion of the Property is taken by eminent domain or is the subject of a pending taking which has not been consummated (collectively, a "Taking"), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than ten (10) business days after receipt of Sellers's notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part of any of the Buildings Property is damaged or destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of Sellers's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if there is damage to or destruction of an "immaterial" part of any of the Buildings by fire or other casualty, then Sellers shall assign notify Buyer of such fact (“Damage Notice”). Buyer may terminate this Agreement with respect to any affected Property by notice given not later than fifteen (15) business days after receipt of the Damage Notice and turn overthe provisions of Section 33 shall apply. In the event no such termination notice is given within the aforementioned period, and then Buyer shall be entitled deemed to receive and keep, all insurance proceeds paid or have agreed to be paid, and relating accept title to the damage to the any affected Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, providedin which event the Company shall receive and keep, howeverand Sellers shall assign any and all rights to, that the insurance proceeds awarded or to be awarded to Sellers as the result of such damage or destruction, giving Buyer a credit at the Closing for any deductible under the insurance policy, less any amounts paid for restoration. (d) In the event there is damage to or destruction of an immaterial part of any Property by fire or other casualty, such damage or destruction shall, subject to receipt of insurance proceeds, be repaired promptly by the affected Company, and in no the event such damage or destruction cannot be fully repaired by the Closing Date, then Sellers shall have the right to extend the Closing Date until such repairs shall have been completed, not in excess of sixty (60) days. Notwithstanding Sellers’ election to delay the Closing, Buyer shall have the right to close on the original Closing Date provided Buyer accepts title to the affected Property(ies) without abatement of the Purchase Price, in which event the Company shall receive and keep, and Sellers shall assign any and all rights to, the insurance proceeds awarded or to be obligated awarded to restore Sellers as the result of such damage or destruction, giving Buyer a credit at Closing for any portion deductible under the insurance policy, less any amounts paid for restoration. In the event Sellers does not elect to delay Closing, or if the Closing is delayed and Sellers is unable to repair the damage or destruction by the extended Closing Date, then Buyer or Home Properties may terminate this Agreement with respect to any affected Property and the provisions of Section 33 shall apply. Notwithstanding the foregoing, Buyer waives any right to terminate this Agreement with respect to Oak Park Manor, which has a fire damaged unit, as described in Section 32 below. (e) A “major” part of any Property shall be deemed to have been taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated) if such taking shall result in the loss of any apartment units or shall materially interfere with the use of the Property that is damaged by casualty. Sellers agree as an apartment complex, and a “minor” part of any Property shall be deemed to maintain have been taken if such taking shall not result in force the loss of any apartment units and effect until shall not materially interfere with the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% use of the replacement value thereof Property as an apartment complex (less such as a reasonable deductibleroad widening). . (f) An "immaterial" part of the Buildings any Property shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement thereof shall be $2,500,000 1,000,000, or less, and a "material" part thereof shall be deemed to have been damaged or (ii) the damage to the Buildings may be repaired (without regard to destroyed if the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and Buyerof repair or replacement thereof shall be greater than $1,000,000.

Condemnation and Destruction. A. a. If, prior to the Closing Date, all or any a "significant portion portion" of the Property is taken by eminent domain (or is the subject of a pending taking which has not been consummated (collectively, a "Taking"consummated), Sellers the Partnership shall notify Buyer Steinway of such fact and Buyer either party shall have the option to terminate this Agreement upon notice to Sellers the other party given not later than ten (10) business days after receipt of Sellers's notice, time being the date of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not to terminate this Agreement as aforesaid, or if an "insignificant portion" (i.e., any Taking which does not materially interfere with access to the Property and does not serve to decrease in any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers shall assign and turn over at the Closing, and Buyer shall be entitled to receive and keep, all awards for such taking by eminent domain. B. If, prior to the Closing, a material part of any of the Buildings is destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases), Sellers shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Sellers given not later than twenty (20) days after receipt of SellersPartnership's notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations hereunder (other than any such rights or obligations that are expressly stated in this Agreement to the other hereunder except such obligations as survive the termination of this Agreement. thereof). b. If Buyer neither party elects not to terminate this Agreement as aforesaidprovided in Section 11.a. above, or or, if there neither party is damage entitled to or destruction of an "immaterial" part terminate this Agreement pursuant to said Section 11.a., the transactions contemplated hereby shall be consummated with no abatement of any of rents payable pursuant to the Buildings by fire or other casualtyGround Lease, then Sellers and at the Closing (i) the Partnership shall assign and turn overover to Steinway, and Buyer Steinway shall be entitled to receive and keep, all of the Partnership's interest in and to any and all awards for such taking by eminent domain which relate to the Improvements, reserving unto the Partnership any and all awards for such taking by eminent domain which relate to the Land, and (ii) the fixed rent payable by the Partnership under the Master Lease shall be equitably adjusted to reflect the diminution in the value of the Improvements. c. For purposes of this Agreement, a "significant portion" of the Property shall be deemed to have been taken if, after giving effect to such taking, the rentable square footage of the Property shall be reduced by more than ten (10%) percent. d. If, prior to the Closing Date, the Improvements, or any part thereof, is destroyed by fire or other casualty, the Partnership shall promptly notify Steinway of such fact. Notwithstanding the foregoing, Steinway shall accept the Property in its then "as is" condition with no abatement of any rents payable pursuant to the Ground Lease or the Master Lease and with no assignment by the Partnership to Steinway of any insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers payable in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Pricefire or other casualty, provided, however, that in no event shall Sellers be obligated to restore any portion of the Property that is damaged by casualty. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% of the replacement value thereof (less a reasonable deductible). An "immaterial" part of the Buildings shall be deemed to have been damaged or destroyed if either (i) the cost of repair or replacement shall be $2,500,000 or less, or (ii) the damage subsequent to the Buildings may be repaired (without regard Closing, the Partnership shall promptly comply with its repair and/or restoration obligations pursuant to the cost therefor) within the period expiring one hundred twenty (120) days after the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected by Sellers and BuyerMaster Lease.

Condemnation and Destruction. A. (A) If, prior to the Closing Date, all or any significant material portion of any of the Property Projects is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated (collectively, a "Taking"consummated), Sellers shall notify Buyer Purchasers of such fact and Buyer Purchasers shall have the option to terminate this Agreement upon (which option shall be set forth in a notice from Purchasers to Sellers given not later than ten thirty (1030) business days after receipt of Sellers's Seller’s notice, time being of the essence. If this Agreement is terminated, as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive termination of this Agreement. If Buyer elects not ): (i) to terminate this Agreement as aforesaidAgreement, or in which event the Deposit and the Cash to Close, if an "insignificant portion" any, shall be refunded to Purchasers; or (i.e., any Taking which does not materially interfere with access ii) to accept title to the Property and does not serve to decrease in affected Project (other than the portion so taken), without any material respect the size of any of the Buildings) of the Property is taken by eminent domain, there shall be no abatement of the Purchase Price, but Sellers in which event the applicable Seller shall assign and turn over to the corresponding Purchaser at the Closing, and Buyer such Purchaser shall be entitled to receive and keep, all awards for amounts awarded or to be awarded as the result of the taking. For purposes of this subparagraph (A), a “material” portion of a Project shall be deemed to have been taken by eminent domain if such taking shall result in any of the following: (1) a permanent loss of parking spaces for the applicable Project such that the Project will no longer have sufficient parking to comply with applicable law or with any applicable Permitted Exception or the applicable Lease; (2) a temporary loss of more than twenty (20%) of the parking spaces at a particular Project for a period that exceeds one hundred twenty (120) days or that results in non-compliance with applicable law or with any applicable Permitted Exception or the applicable Lease; (3) a permanent loss of access to the applicable Project; (4) the demolition of any part of the Improvements located at the applicable Project, (5) Tenant having the right to terminate the applicable Lease and the failure by eminent domainTenant to waive such right in writing on or prior to the date that is thirty (30) days after Purchasers’ receipt of Sellers’ notice of condemnation contemplated above, (6) Tenant having the right to permanently or temporarily xxxxx or offset rent under the applicable Lease, or (7) the repairs, renovations, alterations or reconstruction necessary to repair or correct the damage to the Project caused by such taking is reasonably estimated to exceed $375,000.00. B. (B) If, prior to the ClosingClosing Date, a all or any material part (as defined below) portion of any of the Buildings Project is damaged or destroyed or damaged by fire or other casualty ("material" being deemed to be any destruction greater than "immaterial", as defined below, or permitting Tenants paying Rents of more than ten percent (10%) of the aggregate Rents of the Property to terminate their leases)casualty, Sellers shall notify Buyer Purchasers of such fact and Buyer Purchasers shall have the option (which option shall be set forth in a written notice from Purchasers to terminate this Agreement upon notice to the Sellers given not later than twenty thirty (2030) days after receipt of the Sellers's ’ notice. If this Agreement is terminated as aforesaid, then the Deposit shall be returned to Buyer, and thereupon neither party shall have any further rights or obligations to the other hereunder except such obligations as survive the termination of this Agreement. If Buyer elects not ): (i) to terminate this Agreement as aforesaidAgreement, or in which event the Deposit and the Cash to Close, if any, shall be refunded to Purchasers; or (ii) to accept title to the Projects in their existing condition without any abatement of the Purchase Price. In such event, Sellers and Purchasers shall reasonably cooperate in the adjustment and settlement of the insurance claim and the applicable Tenant will be obligated to repair and restore such damage in accordance with the terms of the applicable Lease. In the event there is damage to or destruction of an "immaterial" immaterial part of any of the Buildings a Project by fire or other casualty, then Sellers Purchasers shall assign and turn overhave no right to terminate this Agreement, and Buyer there shall be entitled to receive and keep, all insurance proceeds paid or to be paid, and relating to the damage to the Property caused by such casualty (the "Proceeds"), which remain after payment or reimbursement is made for the work (if any) performed by Sellers no reduction in connection with such casualty together with a check for the deductible amount under Sellers' insurance policy (if any), without further abatement of the Purchase Price, provided, however, that in no event shall Sellers and the applicable Tenant will be obligated to repair and restore any portion such damage in accordance with the terms of the Property that is damaged by casualtyapplicable Lease. Sellers agree to maintain in force and effect until the Closing Date any existing casualty insurance coverage on the Property. Sellers represent and warrant to Buyer that its existing casualty insurance covers the Buildings for 100% For purposes of the replacement value thereof this subparagraph (less a reasonable deductibleB). An ", an “immaterial" ” part of the Buildings a Project shall be deemed to have been damaged or destroyed if either (i) the reasonable cost of such repair or replacement thereof (the “Reasonable Cost”) shall be less than Three Hundred Seventy-Five Thousand Dollars ($2,500,000 375,000.00), and a “material” part thereof shall be deemed to have been damaged or lessdestroyed if the Reasonable Cost shall be Three Hundred Seventy-Five Thousand Dollars ($375,000.00) or more. If Sellers and Purchasers are unable to mutually agree upon the Reasonable Cost, or (ii) then Sellers and Purchasers shall each retain a general contractor licensed in the damage to State where the Buildings may applicable Project is located, which general contractors shall select a third general contractor licensed in the State where the applicable Project is located. Such third general contractor shall then determine the Reasonable Cost and such third general contractor’s determination of the Reasonable Cost shall be repaired (without regard to binding upon Sellers and Purchasers. Sellers and Purchasers shall be responsible for the cost therefor) within charges of its own general contractor and the period expiring one hundred twenty (120) days after charge of the Closing Date as scheduled prior to such casualty, as reasonably determined by a reputable architect who is jointly selected third general contractor shall be shared equally by Sellers and BuyerPurchasers.