Common use of Condemnation and Insurance Clause in Contracts

Condemnation and Insurance. (a) If, prior to the Closing Date, any portion of a Property (i) is destroyed or damaged and the cost to rebuild or repair the Property exceeds Five Percent (5%) of the Purchase Price allocated to such Property hereunder, as reasonably estimated by a contractor retained by Buyers and reasonably acceptable to Sellers, or (ii) becomes the subject of any condemnation or eminent domain proceedings, which reduces the value of the Property by more than Five Percent (5%) of the Purchase Price allocated to such Property hereunder, as reasonably estimated by an appraiser retained by Buyers and reasonably acceptable to Sellers, then Sellers shall promptly notify Buyers of the same and Sellers shall elect to: (1) exclude the applicable Equity Interests from this transaction (and adjust the Purchase Price in accordance with the purchase price allocations set forth SCHEDULE "A-1"or as otherwise agreed by the Parties) and the Parties shall thereafter be released from all further obligations under this Agreement with respect to such excluded Equity Interests, except those obligations specifically provided herein to survive the termination of this Agreement; without terminating or otherwise affecting the enforceability of this Agreement as to any of the other Equity Interests or the enforceability of any Affiliate Contracts, unless Sellers, in their sole discretion, otherwise elect to terminate this Agreement as to all of the Equity Interests and terminate the Affiliate Contracts as a result of termination of this Agreement, or (2) retain the applicable Equity Interests as part of this transaction and consummate this transaction with no reduction in the Purchase Price, in which event Sellers will deliver to Buyers at Closing a duly executed assignment of Sellers' interest in any award made or to be made in connection with such condemnation or eminent domain proceedings or a duly executed assignment of Sellers' claim in any insurance proceeds (including, without limitation, any business income insurance proceeds for the period following the Closing) made or to be made in connection with such damage or destruction. Except as set forth above, risk of loss to the Properties from fire or other casualty or condemnation shall be borne by Sellers until the Closing. (b) If, prior to the Closing Date, any portion of a Property is destroyed or damaged resulting in a total rent abatement or a partial rent abatement exceeding fifteen percent (15%) of the rentals provided under the Leases for such Property, Sellers shall have (i) the rights set forth in clauses (1) and (2) of Section 10(a) above, and (ii) the right, if Sellers elect not to terminate this Agreement, upon written notice to Buyers to extend the Closing as to the affected Equity Interests for a period not to exceed sixty (60) days from the date of such damage or destruction without otherwise affecting the closings of the other Equity Interests or the Affiliate Contracts unless Sellers, in their sole discretion, elect to extend the closings of all of the Equity Interests and the Affiliate Contracts as well. (c) Sellers will, at all times following the execution and delivery of this Agreement and until the Closing, maintain in full force, liability and hazard insurance with respect to the Properties.

Condemnation and Insurance. (a) If, prior to the Closing Date, any portion of a Property (i) is destroyed or damaged and the cost to rebuild or repair the Property exceeds Five Percent (5%) of the Purchase Price allocated to such Property hereunder, as reasonably estimated by a contractor retained by Buyers and reasonably acceptable to Sellers, or (ii) becomes the subject of any condemnation or eminent domain proceedings, which reduces the value of the Property by more than Five Percent (5%) of the Purchase Price allocated to such Property hereunder, as reasonably estimated by an appraiser retained by Buyers and reasonably acceptable to Sellers, then Sellers shall promptly notify Buyers of the same and Sellers shall elect to: (1) exclude the applicable Equity Interests Properties from this transaction (and adjust the Purchase Price in accordance with the purchase price allocations set forth SCHEDULE "A-1"or as otherwise agreed by the Parties) and the Parties shall thereafter be released from all further obligations under this Agreement with respect to such excluded Equity InterestsProperties, except those obligations specifically provided herein to survive the termination of this Agreement; without terminating or otherwise affecting the enforceability of this Agreement as to any of the other Equity Interests Properties or the enforceability of any Affiliate Contracts, unless Sellers, in their sole discretion, otherwise elect to terminate this Agreement as to all of the Equity Interests Properties and terminate the Affiliate Contracts as a result of termination of this Agreement, or (2) retain the applicable Equity Interests Properties as part of this transaction and consummate this transaction with no reduction in the Purchase Price, in which event Sellers will deliver to Buyers at Closing a duly executed assignment of Sellers' interest in any award made or to be made in connection with such condemnation or eminent domain proceedings or a duly executed assignment of Sellers' claim in any insurance proceeds (including, without limitation, any business income insurance proceeds for the period following the Closing) made or to be made in connection with such damage or destruction. Except as set forth above, risk of loss to the Properties from fire or other casualty or condemnation shall be borne by Sellers until the Closing. (b) If, prior to the Closing Date, any portion of a Property is destroyed or damaged resulting in a total rent abatement or a partial rent abatement exceeding fifteen percent (15%) of the rentals provided under the Leases for such Property, Sellers shall have (i) the rights set forth in clauses (1) and (2) of Section 10(a) above, and (ii) the right, if Sellers elect not to terminate this Agreement, upon written notice to Buyers to extend the Closing as to the affected Equity Interests Properties for a period not to exceed sixty (60) days from the date of such damage or destruction without otherwise affecting the closings of the other Equity Interests Properties or the Affiliate Contracts unless Sellers, in their sole discretion, elect to extend the closings of all of the Equity Interests Properties and the Affiliate Contracts as well. (c) Sellers will, at all times following the execution and delivery of this Agreement and until the Closing, maintain in full force, liability and hazard insurance with respect to the Properties.

Condemnation and Insurance. (a) If, prior to between the expiration of the Inspection Period and the Closing Date, any portion of a the Property (i) is destroyed or damaged and the cost to rebuild or repair the Property exceeds Five Percent (5%) of the Purchase Price allocated to such Property hereunder, as reasonably estimated by a contractor retained by Buyers Buyer and reasonably reasonable acceptable to SellersSeller, or (ii) becomes the subject of any condemnation or eminent domain proceedings, which reduces the value of the Property by more than Five Percent (5%) of the Purchase Price allocated to such Property hereunderPrice, as reasonably estimated by an appraiser retained by Buyers Buyer and reasonably acceptable to SellersSeller, then Sellers Seller shall promptly notify Buyers Buyer of the same and Sellers Buyer may elect to (i) terminate this Agreement, in which event Escrow Agent shall elect to: (1) exclude return the applicable Equity Interests from this transaction (Deposit to Buyer and adjust the Purchase Price in accordance with the purchase price allocations set forth SCHEDULE "A-1"or as otherwise agreed by the Parties) and the Parties shall neither Seller nor Buyer will thereafter be released from all have any further obligations under this Agreement with respect to such excluded Equity Interests, except other than those obligations specifically provided herein to that expressly survive the termination of this Agreement; without terminating or otherwise affecting the enforceability of this Agreement as to any of the other Equity Interests or the enforceability of any Affiliate Contracts, unless Sellers, in their sole discretion, otherwise elect to terminate this Agreement as to all of the Equity Interests and terminate the Affiliate Contracts as a result of termination of this Agreement, or (2ii) retain the applicable Equity Interests as part of this transaction and consummate this transaction with no reduction in the Purchase Price, in which event Sellers Seller will deliver to Buyers Buyer at the Closing a duly executed assignment of Sellers' Seller's interest in any award made or to be made in connection with such condemnation or eminent domain proceedings or a duly executed assignment of Sellers' Seller's claim in any insurance proceeds (including, without limitation, any business income insurance proceeds for the period following the Closing) made or to be made in connection with such damage or destruction. Except as set forth above, risk of loss to the Properties Property from fire or other casualty or condemnation shall be borne by Sellers Seller until the Closing. (b) If, prior to between the expiration of the Inspection Period and the Closing Date, any portion of a the Property (i) is destroyed or damaged resulting in a partial or total rent abatement or a partial rent abatement exceeding fifteen percent (15%) of the rentals rental provided under the Leases for such PropertyTenant Leases, Sellers shall have (i) then in addition to the rights set forth in clauses (1) and (2) provisions of Section 10(a) above12(a), and (ii) the rightBuyer, if Sellers elect Buyer elects not to terminate this Agreement, it shall have the right upon written notice to Buyers Seller to extend the Closing as to the affected Equity Interests for a period not to exceed sixty (60) days from the date of such damage or destruction without otherwise affecting but in no event later than thirty (30) days from the closings of the other Equity Interests or the Affiliate Contracts unless Sellers, in their sole discretion, elect to extend the closings of all of the Equity Interests and the Affiliate Contracts as wellClosing Date. (c) Sellers Seller will, at all times following the execution and delivery of this Agreement and until the Closing, maintain in full force, liability and hazard insurance with respect to the PropertiesProperty.

Condemnation and Insurance. (aA) If, prior to the Closing Date, any portion of a the Property (i) is destroyed or damaged and the cost to rebuild or repair the Property exceeds Five Percent (5%) of the Purchase Price allocated to such Property hereunder, as reasonably estimated by a contractor retained by Buyers Buyer and reasonably reasonable acceptable to SellersSeller, or (ii) becomes the subject of any condemnation or eminent domain proceedings, which reduces the value of the Property by more than Five Percent (5%) of the Purchase Price allocated to such Property hereunderPrice, as reasonably estimated by an appraiser retained by Buyers Buyer and reasonably acceptable to SellersSeller, then Sellers Seller shall promptly notify Buyers Buyer of the same and Sellers Buyer may elect to (i) terminate this Agreement, in which event Escrow Agent shall elect to: (1) exclude return the applicable Equity Interests from this transaction (Deposit and adjust the Purchase Price in accordance with the purchase price allocations set forth SCHEDULE "A-1"or as otherwise agreed by the Parties) any accrued interest thereon to Buyer and the Parties shall neither Seller nor Buyer will thereafter be released from all have any further obligations under this Agreement with respect to such excluded Equity Interests, except other than those obligations specifically provided herein to that expressly survive the termination of this Agreement; without terminating or otherwise affecting the enforceability of this Agreement as to any of the other Equity Interests or the enforceability of any Affiliate Contracts, unless Sellers, in their sole discretion, otherwise elect to terminate this Agreement as to all of the Equity Interests and terminate the Affiliate Contracts as a result of termination of this Agreement, or (2ii) retain the applicable Equity Interests as part of this transaction and consummate this transaction with no reduction in the Purchase Price, in which event Sellers Seller will deliver to Buyers Buyer at the Closing a duly executed assignment of Sellers' Seller's interest in any award made or to be made in connection with such condemnation or eminent domain proceedings or a duly executed assignment of Sellers' Seller's claim in any insurance proceeds (including, without limitation, any business income insurance proceeds for the period following the Closing) made or to be made in connection with such damage or destruction. Except as set forth above, risk of loss to the Properties Property from fire or other casualty or condemnation shall be borne by Sellers Seller until the Closing. (bB) If, prior to the Closing Date, any portion of a the Property (i) is destroyed or damaged resulting in a partial or total rent abatement or a partial rent abatement exceeding fifteen percent (15%) of the rentals rental provided under the Leases for such PropertySubleases, Sellers shall have (i) then in addition to the rights set forth in clauses (1) and (2) provisions of Section 10(a) above12(a), and (ii) the rightBuyer, if Sellers elect Buyer elects not to terminate this Agreement, it shall have the right upon written notice to Buyers Seller to extend the Closing as to the affected Equity Interests for a period not to exceed sixty (60) days from the date of such damage or destruction without otherwise affecting the closings of the other Equity Interests or the Affiliate Contracts unless Sellers, in their sole discretion, elect to extend the closings of all of the Equity Interests and the Affiliate Contracts as welldestruction. (cC) Sellers Seller will, at all times following the execution and delivery of this Agreement and until the Closing, maintain in full force, liability and hazard insurance with respect to the PropertiesProperty.