Common use of Condemnation and Eminent Domain Clause in Contracts

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closing.

Condemnation and Eminent Domain. If In the event that any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any “material portion of the Property”, the Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceBuyer thereof, in which event Seller shall assign or pay to Purchaser at Closing all of the Buyer shall, within ten (10) days after receiving Seller’s rightnotice, title, and interest elect in any award payable on account of the condemnation and/or pay writing to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event and the right to collect any condemnation award or compensation for such condemnation shall be assigned by the Seller to the Buyer at Closing, and the Seller shall assign not take any action to settle any condemnation award or pay compensation, or (ii) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser at Closing the Buyer and all of Seller’s right, title, obligations and interest in any award payable on account liabilities of the condemnation proceeding and/or pay parties under this Agreement shall be extinguished and released, except for the Surviving Obligations. If Buyer fails to Purchaser all such awards previously paid. For make the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s foregoing election within such five (5) Business Day period shall 10 day period, then Buyer will be deemed an election by Purchaser to have elected to proceed in accordance with clause (ii) above. As used in this Section 10(b), the term “material portion of the Property” means all of the Property or any portion of the Property which, if taken, (i) would result in the fair market value of the remaining Property being less than $250,000,000.00 as reasonably determined by Buyer and its unrelated third party appraisers, or (ii) would, as reasonably determined by Buyer, impair or prevent the continued existence, maintenance, use or leasing of such portions of the Improvements as presently configured, including but not limited to Closingthe common areas of the Real Property and all related facilities, as currently exist, are maintained, used and/or could lawfully be made available for lease or use.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to for all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that If such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five ten (510) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five ten (510) Business Day period shall be deemed an election by Purchaser to proceed to Closing.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller BCSP shall promptly upon obtaining knowledge thereof notify Purchaser Investor thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller BCSP shall assign or pay to Purchaser Investor at Closing all of SellerBCSP’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser Investor all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser Investor shall have the option, which shall be exercised by written notice to Seller BCSP and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller BCSP shall assign or pay to Purchaser Investor at Closing all of SellerBCSP’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser Investor all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of PurchaserInvestor’s election within such five (5) Business Day period shall be deemed an election by Purchaser Investor to proceed to Closing.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five ten (510) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property, any right of a Tenant occupying more than 10,000 square feet to terminate its Lease or License, any rent abatement under any Lease or License as a result thereof or insufficient condemnation proceeds to rebuild the Improvements in substantially the manner in which the Improvements existed prior to the taking. Failure to give notice of Purchaser’s election within such five ten (510) Business Day period shall be deemed an election by Purchaser to proceed to Closingterminate this Agreement.

Condemnation and Eminent Domain. If In the event that any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof thereof, in which event if (a) the value of the portion of the Property so condemned is less than one (1%) percent of the Purchase Price (as mutually agreed between Purchaser and Seller, and if Seller and Purchaser cannot agree on the value thereof, then they shall jointly retain an appraiser to determine such value), (b) no Named Required Tenant shall exercise its right to terminate its respective Lease in connection with any such condemnation, and (c) no material portion of any net rentable area of the Property or any material portion of the parking is taken and the existing access to the Property is not materially and adversely affected or alternative access to the Property is not provided (any such condemnation satisfying the requirements of clauses (a), (b) and (c), a “Taking NoticeMinor Condemnation”). If , then Purchaser shall consummate the condemnation will not result in a material and adverse effect (as hereinafter defined) on purchase of the Property, the parties shall proceed to Closing Property without a reduction of the Purchase Price, in which event and the right to collect any condemnation award or compensation for such condemnation shall be assigned by Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paidClosing. In the event that such any condemnation will result in a material and adverse effect on proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, and such condemnation does not qualify as a Minor Condemnation, then Purchaser shall have the option, which shall be exercised exercisable by written notice delivered to Seller and Escrow Agent within five twenty (520) Business Days days after its receipt Seller’s notice of the Taking Noticecondemnation to Purchaser (which notice shall be accompanied by an estimate of the value, provided by a jointly retained appraiser, of the portion of the Property to be taken), either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event and the right to collect any condemnation award and compensation for such condemnation shall be assigned by Seller shall assign or pay to Purchaser at Closing all of Seller’s rightClosing; or (ii) to terminate this Agreement. If Purchaser elects to terminate this Agreement, titlePurchaser shall give notice to Seller thereof, the Deposit shall be returned to Purchaser, and interest in thereafter neither party will have any award payable on account of the condemnation proceeding and/or pay further rights or obligations hereunder, except for any obligations that expressly survive termination. If Purchaser fails to Purchaser all notify Seller within such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice twenty (20)-day period of Purchaser’s election within such five (5) Business Day period intention to terminate this Agreement, then Purchaser shall be deemed an election by Purchaser to proceed to Closinghave elected option (ii).

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, mean any reduction in the amount of any of the rentable square footage of the ImprovementsBuildings, the reduction in of more than ten percent (10%) of the number of parking spaces at the PropertyLand, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closing.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller Beacon Member shall promptly upon obtaining knowledge thereof notify Purchaser Xxxxxx Member thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paidClosing. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser Xxxxxx Member shall have the option, which shall be exercised by written notice to Seller and Escrow Agent Beacon Member within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination)make a Put/Call Termination Election, or (ii) to consummate the purchase of the Property Beacon Member’s Interest without a reduction of the Purchase Price, in which event Seller Beacon Member shall assign or pay to Purchaser Xxxxxx Member at the Put/Call Closing all of SellerBeacon Member’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser Xxxxxx Member all such awards previously paidpaid to Beacon Member. For the purposes of this Section 9.2section 4, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of PurchaserXxxxxx Member’s election within such five (5) Business Day period shall be deemed an election by Purchaser Xxxxxx Member to proceed to the Put/Call Closing.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller Rockpoint shall promptly upon obtaining knowledge thereof notify Purchaser Buyer thereof (“Taking Notice”). If the such condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price and/or the Buyer Purchase Price, in which event Seller Property Owner shall assign or pay to Purchaser at Closing retain all of Seller’s right, title, and interest in any award payable on account of such condemnation and Rockpoint shall credit Buyer (which credit shall be a credit against the condemnation and/or pay to Purchaser Purchase Price; not the Buyer Purchase Price) for Rockpoint’s Share of all such awards previously paidpaid (less all costs and expenses incurred by Rockpoint in collecting same, if any). In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser Buyer shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five Rockpoint by the date that is thirty (530) Business Days days after its receipt of the Taking NoticeNotice (provided that the Scheduled Closing Date shall be adjourned to give Buyer the full benefit of such thirty (30) day period) (“Condemnation Termination Deadline”), either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive terminationthe Termination Surviving Rights/Obligations), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price and/or the Buyer Purchase Price, in which event Seller Property Owner shall assign or pay to Purchaser at Closing retain all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser and Rockpoint shall credit Buyer against the Purchase Price for Rockpoint’s Share of all such awards previously paidpaid (less all costs and expenses incurred by Rockpoint in collecting same, if any). For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any a reduction in the total amount of any of the rentable square footage of the Improvements, the a reduction in the total number of parking spaces at the PropertyProperty that causes the Property to be out of compliance with local zoning laws and ordinances, or the permanent, material disruption of acceptable (in Buyer’s reasonable determination) access to the PropertyProperty (provided that so long as Rockpoint commences and diligently pursues the restoration of access to the Property that is satisfactory to Buyer, in its reasonable discretion, and that does not result in any payment from, or liability to, the Company and/or any Subsidiary, Rockpoint shall have a period not to exceed thirty (30) days following the occurrence of such condemnation to restore access to the Property and the Scheduled Closing Date shall be extended until the earlier of the date that is five (5) Business Days after the date on which access to the Property is restored and the expiration of such thirty (30) day period) or any condemnation resulting in an award of more than Seven Million Dollars ($7,000,000). Failure to give notice of PurchaserBuyer’s election within such five (5) Business Day period on or prior to the Condemnation Termination Deadline shall be deemed an election by Purchaser Buyer to proceed to Closing. In the event that Rockpoint receives any condemnation awards with respect to the Property after Closing, Rockpoint shall remit same to Property Owner, which obligation shall survive the Closing for the applicable statute of limitations.

Condemnation and Eminent Domain. If In the event that any condemnation proceedings are instituted, or notice by an entity with authority of eminent domain of intent to condemn or exercise eminent domain is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not Property that would result in a material and adverse effect an award or payment of consideration for the taking, as offered by the taking authority of more than five percent (as hereinafter defined5%) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PricePrice (collectively, a “Taking”), Purchaser may elect to terminate its obligations under this Agreement, in which event Seller shall assign or pay the Deposit and Inspection Non-Refundable Deposit will be returned to Purchaser at Closing all and, except for any Surviving Obligations, neither party will have any further liability or obligation hereunder. If Purchaser does not elect to terminate this Agreement before the earlier of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within (i) five (5) Business Days after its receipt Purchaser receives written notice from Seller of the Taking Noticeoccurrence of a condemnation proceedings, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) the Closing Date, then Purchaser will be deemed to consummate the purchase of the Property without a reduction of the Purchase Pricehave elected to proceed with Closing, in which event Seller shall assign or will pay to Purchaser at Closing any proceeds or awards theretofore received by Seller and assign to Purchaser all of Seller’s right, titletitle and interest to any other claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the portion of the Property in question. If Purchaser does not elect to terminate this Agreement within such ten (10) day period, the Purchase Price will not be reduced, and interest the parties shall close in any award payable on account of accordance with the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes terms of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to ClosingAgreement.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the PropertyPremises, Seller shall promptly upon obtaining actual knowledge thereof notify Purchaser Buyer thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Propertyright of the Tenant to terminate the Lease, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller shall assign or pay to Purchaser Buyer at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser Buyer all such awards previously paidpaid (subject, in each case, to the rights of the Tenant thereto pursuant to the Lease). In the event that such condemnation will result in a material and adverse effect on the Propertyright of the Tenant to terminate the Lease, Purchaser Buyer shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five ten (510) Business Days after its receipt of the Taking NoticeNotice (with the Closing Date automatically extended, if necessary, to allow for such response period), either (i) to terminate this Agreement and receive the prompt immediate return of the Xxxxxxx Money Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive terminationtermination of this Agreement), or (ii) to consummate the purchase of the Property Premises without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser Buyer at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser Buyer all such awards previously paid. For paid(subject, in each case, to the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any rights of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access Tenant thereto pursuant to the PropertyLease). Failure to give notice of PurchaserBuyer’s election within such five ten (510) Business Day period shall be deemed an election by Purchaser Buyer to proceed to Closing.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s 's right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s 's right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s 's election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closing.

Condemnation and Eminent Domain. 18.1. If the whole of the premises shall be condemned or taken either permanently or temporarily for any condemnation proceedings are institutedpublic or quasi-public use or purpose, under any statute or by right of eminent domain, or notice by private purchase in lieu thereof, then in that event the term of intent this Lease shall cease and terminate from the date when possession is taken thereunder pursuant to condemn such proceeding or purchase and Tenant shall have no claim against Landlord for the value of any unexpired term of said Lease, and shall release unto Landlord any such claim it may have against the condemnor. In the event a portion only of the Leased Premises shall be so taken Landlord may elect to terminate this Lease from the date when possession is giventaken thereunder pursuant to such proceeding or purchase or Landlord may elect to repair and restore, with respect to all at its own expense, the portion not taken and this Lease shall remain in effect but the rent shall be adjusted accordingly. 18.2. In the event of any total or partial taking of the Leased Premises or the Building or any portion of the PropertyParcel, Seller Landlord shall promptly upon obtaining knowledge be entitled to receive the entire award in any such proceeding and Tenant hereby assigns any and all right, title and interest in or to any such award or any part thereof notify Purchaser thereof (“Taking Notice”)and hereby waives all right against Landlord and the condemning authority, except that Tenant shall have the right to claim and prove in any such proceeding and to receive any award which may be made for Tenant's fixtures, equipment and relocation expenses. 18.3. If the condemnation will not result in Leased Premises or the building are declared unsafe by any duly constituted authority having the power to make such determination or are the subject of a material and adverse effect (as hereinafter defined) on the Propertyviolation notice or notice requiring repair or reconstruction, the parties shall proceed to Closing without a reduction of the Purchase PriceLandlord, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the its option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to may terminate this Agreement Lease and receive the prompt return of the Depositin such event, in which case the parties Tenant shall have no further rights or obligations under immediately surrender said premises to Landlord and thereupon this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller Lease shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closingterminate.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the value or operation of the Property, the parties shall proceed to Closing without a reduction of the Purchase PriceClosing, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five ten (510) Business Days after its receipt of the Taking NoticeNotice (with the Closing Date automatically extended, if necessary, to allow for such response period), either (i) to terminate this Agreement and receive the prompt immediate return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, a condemnation shall be deemed to have a “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any only if such condemnation (a) would entitle tenants occupying 10% or more of the rentable square footage feet of the ImprovementsImprovements to terminate their leases or reduce their rent, (b) would result in the reduction in the number of parking spaces at the Property, or the permanent(c) would result in a permanent or extended (i.e. more than 90 days after Closing), material disruption of access to the PropertyProperty or such other disruption that would cause the Property to fail to comply with applicable laws or codes. Failure to give notice of Purchaser’s election within such five ten (510) Business Day period shall be deemed an election by Purchaser to proceed to Closing. It is the express intent of the parties hereto that the provisions of this Agreement govern the rights of the parties in the event of damage to or condemnation of the Property and that the Uniform Vendor and Purchaser Risk Act (Section 5.007 of the Texas Property Code) do not apply to this Agreement.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all the whole or any portion substantial part of the PropertyLeased Premises or the Building shall be taken by any public authority under the power of eminent domain, Seller then the Term of this Lease shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) cease on the Property, part so taken on the parties date possession of that part shall proceed to Closing without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, titlebe required for public use, and interest any rent paid in any award payable on account advance of such date shall be refunded to Tenant, and Landlord and Tenant shall each have the condemnation and/or pay right to Purchaser all terminate this Lease upon written notice to the other party, which notice shall be delivered to the recipient party within thirty (30) days following the date notice is received of such awards previously paidtaking. In the event that such condemnation will result neither party hereto shall terminate this Lease, Landlord shall make all necessary repairs to the Leased Premises and the Building to render and restore the same to a complete architectural unit and Tenant shall continue in a material possession of the portion of the Leased Premises not taken under the power of eminent domain under the same terms and adverse effect on conditions as are herein provided, except that the Property, Purchaser shall have the option, which rent reserved herein shall be exercised by written notice reduced in direct proportion to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of the Leased Premises so taken. All damages awarded for any taking shall belong to and be the property of Landlord, whether such damages be awarded as compensation for diminution in value of the rentable square footage leasehold or to the fee of the ImprovementsLeased Premises; provided, however, Landlord shall not be entitled to any portion of the reduction in the number award made to Tenant for removal and reinstallation of parking spaces at the Propertyfixtures, or the permanent, material disruption moving expenses or loss of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closingbusiness.

Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking NoticeNotice (and the Closing Date shall be extended if needed to allow the full period), either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the termination of any Leases, the reduction in the number of parking spaces at the Property, the non-compliance of the Property with applicable laws, or the permanent, permanent material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closing.