Common use of Condemnation; Casualty Clause in Contracts

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).

Condemnation; Casualty. Seller If, before the Closing, Wolf receives notice that either of the Contributed Hotels are to be wholly or partially condemned, or if either of the Contributed Hotels is wholly or partially destroyed by fire or other casualty, or if so much of either of the Contributed Hotels is damaged by fire or other casualty, then, in any such event, Wolf shall promptly notify Buyer CNL in writing of any casualty such event (which notice will, to the extent then known, contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and CNL shall have the right to (i) terminate this Agreement in its entirety by delivering notice of termination in writing to Wolf on or prior to the Closing Date and upon giving such notice of termination the parties hereto shall be released and discharged from any condemnation proceeding commenced further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; (ii) terminate this Agreement with respect to the Property Contributed Hotel which is the subject of the casualty or condemnation event by delivering notice of termination in writing to Wolf on or prior to the Close Closing Date and upon giving such notice of Escrow. If termination the parties hereto shall be released and discharged from any further obligation to each other hereunder with respect to such damage or proceeding relates to or may result in Contributed Hotel except for those which expressly survive the loss termination of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement; or (iii) consummate the transactions contemplated herein on the Closing Date, in which event and the Exxxxxx Money Partnership shall be immediately returned entitled to Buyer and thereafter neither party shall have any further rights all proceeds of fire or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any other casualty insurance or condemnation that does not result in a (other than proceeds relating to business interruption or loss of a material portion of for periods prior to the PropertyClosing Date), then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer CNL shall receive a credit against to the Purchase Price for any deductibles with respect to any insurance proceeds in an amount equal to the product of such deductible multiplied by CNL’s percentage interest in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion Partnership as of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, Closing Date; provided, however, that if a with respect to any casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) aboveafter the Initial Anticipated Closing Date, Buyer CNL shall not have the right to terminate this Agreement (provided, however, that the provisions of set forth in clause (ai) or (ii) of this sentence unless the preceding sentence cost of this paragraph the restoration as reasonably estimated by CNL exceeds $500,000. Wolf shall nevertheless apply to any such casualty loss)have no responsibility for the restoration and repair of the Property.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty In the event that all or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the PropertyProperty is the subject of a taking or condemnation under the provisions of eminent domain prior to the date of Closing, then Buyer may elect, by terminate this Agreement upon written notice to Seller given within fifteen ten (1510) business days after receipt of Seller’s noticethe notice of any pending taking or condemnation and the Xxxxxxx Money and any extension payments shall be refunded to Buyer. For purposes of this Section 8.2, "material portion" means a taking or condemnation which in Buyer's opinion will materially affect Buyer's ability to develop the Property in the future. If Buyer does not elect to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party then Seller shall have no obligation to repair or replace any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in damage caused by the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer foregoing nor shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurerbe reduced, if applicable, resulting from such casualty; and/or (b) for a condemnationbut at Closing, Seller shall assign to Buyer its rights to any compensation, awards, or other payments or relief Seller has received or is entitled to receive condemnation proceeds resulting from such condemnation proceedingtaking and shall not make any settlements without Buyer's prior written approval. For purposes of this Agreement, a “In the event that all or any material portion of the Property” shall mean damage improvements on the Property are damaged or loss destroyed by any casualty prior to the cost date of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) aboveClosing, Buyer shall not have the no right to terminate this Agreement (providedand Seller shall have no obligation to repair or replace any damage or destruction nor shall the Purchase Price be reduced, howeverbut at Closing, that the provisions of clause (a) Buyer shall receive an assignment of the preceding sentence proceeds of this paragraph any casualty insurance otherwise payable to Seller up to the amount necessary to level the applicable portions of the Property to grade level and remove all debris and the balance, if any, shall nevertheless apply be paid to any such casualty loss)Seller.

Condemnation; Casualty. If any part of the land area of the Property is condemned after the expiration of the Due Diligence Period and prior to the Closing Date, Seller shall promptly notify give Buyer in writing written notice of such condemnation. In the event of a condemnation, Buyer shall have the option either (i) to apply the proceeds of any casualty or any condemnation proceeding commenced with respect to the Property award actually received by Seller prior to the Close of Escrow. If any such damage or proceeding relates Closing to or may result reduce the Sales Price provided herein (or, in the loss event such proceeds have not been so received, to accept at the Closing an assignment of any material portion Seller’s rights therein and consummate the sale without reduction in the Sales Price), or (ii) to declare this Contract terminated by delivering written notice of the Property, then Buyer may elect, by notice termination to Seller within fifteen ten (1510) calendar days after receipt Buyer receives written notice of Seller’s noticethe condemnation (and if Buyer is not then in default hereof, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter and, except as may otherwise be expressly set forth in this Contract, neither party hereto shall have any other or further rights rights, duties or obligations hereunderliabilities under this Contract). If Buyer does not elects to terminate this AgreementContract pursuant to the foregoing sentence, all awards and compensation arising out of said condemnation shall be the property of Seller. In the event of a casualty or a material change to the condition of the Property after the expiration of the Due Diligence Period and prior to the Closing Date (which Seller will not repair or restore prior to the Closing Date), Seller shall promptly give Buyer written notice thereof. In such case, Buyer shall have the option, to be exercised by written notice to Seller within ten (10) calendar days after Buyer receives written notice of the casualty or material adverse change, to either (x) apply the proceeds of any insurance policy actually received by Seller prior to the Closing to reduce the Sales Price provided herein (or, in the event of any casualty or condemnation that does such insurance proceeds have not result in a loss of a material portion of been so received, to accept at the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount Closing an assignment of Seller’s deductible under its casualty insurance policy rights therein and consummate the sale without reduction in the Sales Price) or (y) to declare this Contract terminated by delivering written notice of termination to Seller (and if Buyer is not then in default hereof, the Exxxxxx Money shall assign be returned to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer and, except as may otherwise be expressly set forth in this Contract, neither party hereto shall have any other or Tenant’s insurerfurther rights, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to duties or liabilities under this Contract). If Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right elects to terminate this Agreement (providedContract pursuant to the foregoing sentence, however, that all awards and compensation arising out of said casualty or material damage shall be the provisions property of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)Seller.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to In the Property event that prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of Closing Date (a) there shall be instituted against any material portion of the PropertyProperty or material access thereto any proceeding in condemnation, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, eminent domain or any written request for a conveyance in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreementlieu thereof, or in the event of any casualty should Seller receive notice that such proceedings are threatened or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit have been commenced against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign Property (hereinafter collectively referred to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer as “Condemnation Proceedings”) or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for there shall occur any fire, casualty or damage substantially affecting the physical condition of the Property or the Assets or any portion thereof (hereafter collectively a condemnation“Casualty”), then Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” give Purchaser immediate notice thereof and Purchaser shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement by written notice to Seller within ten (provided10) days after Purchaser receives notice of such Condemnation Proceedings or Casualty and this Agreement shall be null and void and neither party hereto shall have any further rights, howeverobligations or liabilities hereunder except as otherwise specifically provided in this Agreement to survive any termination or expiration hereof. In the event that Purchaser shall not elect to terminate this Agreement pursuant to this Section 14, that Purchaser shall be obligated to close the provisions of clause (a) purchase and sale contemplated hereby less the portion of the preceding sentence Property so taken or subject to said Condemnation Proceedings or subject to the damage caused by the Casualty without adjustment of this paragraph the Purchase Price and Seller shall nevertheless apply assign or pay to Purchaser at Closing all of Seller’s right, title and interest in any condemnation award or insurance proceeds payable on account of such casualty loss)Condemnation Proceedings or Casualty or pay to Purchaser all such awards or proceeds previously paid and Seller shall have no obligation to repair or restore the Property. The Closing Date shall be extended, if necessary, to permit ten (10) days for Purchaser to make Purchaser’s election as set forth above.

Condemnation; Casualty. Prior to Closing, Seller shall promptly notify Buyer in writing bear the entire risk of any casualty loss or damage to the Property. In the event all or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by Property is condemned or taken (or notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty condemnation or condemnation that does not result in a loss of a taking is issued) so that, any material portion of the Propertytaking, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” which shall mean damage or loss the cost a taking of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving more than five percent (5%) percent or more of the Real Property, providedor any taking of actual or proposed curbcuts, however, access or parking that if a casualty loss occurring as a result of Tenantwould materially and adversely affect Buyer’s removal of any equipment ability to develop the Property pursuant to Section 7(b)(ii) aboveExhibit G then, Buyer may elect to terminate this Agreement by providing written notice of such termination to Seller within five (5) Business Days after Buyer’s receipt of notice of such condemnation or taking or damage, upon which termination the Exxxxxx Money shall be returned to Buyer and neither party hereto shall have any further rights, obligations or liabilities under this Agreement, except as to indemnifications and provisions expressly surviving termination of this Agreement or otherwise set forth herein. With respect to any condemnation or taking, if Buyer does not elect to cancel this Agreement or does not have the right to terminate this Agreement (providedas aforesaid, however, that the provisions of clause (a) there shall be no abatement of the preceding sentence Purchase Price and Seller shall assign to Buyer at the Closing the rights of this paragraph Seller to the awards, if any, for the condemnation or taking, and Buyer shall nevertheless apply be entitled to receive and keep all such awards. Seller shall promptly provide notice to Buyer of any actual or threatened condemnation, taking or eminent domain action or any written notice received with respect thereto). Seller shall not reach a settlement or agreement related to any taking of all or any portion of the Property by condemnation or eminent domain, unless Buyer consents to the settlement or agreement, in writing. Unless this Agreement is terminated pursuant to this section and notwithstanding anything to the contrary contained herein, Seller shall transfer to Buyer, at the Closing, all amounts paid or payable on account of any taking of the Property by condemnation or eminent domain occurring between the Effective Date and the Closing, provided if such transfer would impair recovery, the Purchase Price shall be reduced by the amount of the such condemnation awards and Seller shall retain the same. With respect to a casualty lossthat occurs after the Effective Date and prior to the Closing, Buyer shall have no right to terminate this Agreement as a result thereof, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing), and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Condemnation; Casualty. Seller This paragraph 13 shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect apply to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion all of the Property, then Properties. (a) Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, shall have no right to terminate this Agreement, Contract in which the event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreementa casualty occurs, or in the event of the institution of any casualty proceedings, judicial, administrative or condemnation that does not result in a loss otherwise, prior to Closing which shall relate to the proposed taking of a material any portion of the PropertyProperty by eminent domain, then or in the event notice of such proceeding is given before Closing, or in the event of the taking of any portion of the Property by eminent domain prior to Closing. In the event of any of the foregoing, there shall be no reduction to the Purchase Price payable by Buyer hereunder and Seller, at Closing, shall close Escrow assign and/or pay over to Buyer all proceeds and shall accept awards of such Property casualty or taking which Seller received after the Effective Date, less any reasonable amount which Seller may have been obligated to pay for repairs or restoration of the damage and/or in its then condition and, upon negotiating and obtaining the Close of Escrow: (a) for a casualty lossaward or proceeds. Notwithstanding the foregoing, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement Contract in the event a casualty occurs which would take more than one hundred twenty (provided120) days, howeveras estimated by Seller's architect, that to restore the provisions of clause (a) Property after adjustment of the preceding sentence insurance proceeds, or if a taking occurs which results in a loss of more than thirty three (33%) percent of the parking lot or a portion of the actual apartment building. If Buyer elects to terminate this paragraph Contract with respect to one of the Properties, Buyer shall nevertheless apply notify Seller in writing within ten (10) days after the occurrence of the casualty or after determination of the amount of land (or building) being taken, as applicable, and Buyer shall be entitled to any such casualty loss)a credit to the Purchase Price in an amount reasonably acceptable to both parties.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) If the Leased Space or any material part of any of them shall be taken by any authorized entity by eminent domain or by negotiated purchase under threat thereof, and as a consequence thereof the Leased Space shall become totally untenantable or the use of the common areas is impaired, this Lease shall terminate as of the date when possession thereof is surrendered and all rights and obligations of Lessee in and under this Lease shall immediately cease and terminate. If a part of the Leased Space shall be so taken or purchased so that the Leased Space becomes only partially untenantable or the suitability and use of the Leased Space or the common areas are not materially impaired, Rent shall be equitably and proportionately abated. All compensation awarded for any taking (or the proceeds of negotiated sale under threat thereof), whether for the whole or a casualty losspart of the Leased Space, Buyer shall receive a credit against be the Purchase Price property of Lessor, whether such proceeds or award are compensation for loss or damage to Lessor's or Lessee's property or their respective interests in the amount Leased Space, except that the portion of Seller’s deductible under its casualty insurance policy and Seller shall assign such compensation which is allocable to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, leasehold or other payments tenant improvements made at Lessee's sole cost and expense and awards for Xxxxxx's moving or relief Seller has received or is entitled to receive resulting from such condemnation proceedingrelocation expenses and Xxxxxx's business interruption losses shall be the property of Xxxxxx. For purposes of this Agreement, a “material portion If less than all of the Property” Leased Space shall mean damage or loss be taken as aforesaid and this Lease does not terminate, Lessor, at its sole cost and expense, shall promptly restore the cost of Leased Space, as the case may be, to such condition which is nearly as possible the same as prior to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)taking.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing In the event that notice of any casualty other action, suit or any condemnation proceeding commenced with respect to the Property shall be given prior to the Close Closing Date for the purpose of Escrow. If condemning any such damage material part of the Subject Premises or proceeding relates to or may result in the loss of any event that a material portion of casualty occurs at the PropertySubject Premises, then Buyer may elect, by notice Purchaser shall have the right to Seller terminate its obligations hereunder within fifteen ten (1510) days after receipt receiving written notice of such condemnation proceeding from Seller or receiving notice from Seller identifying such material casualty, as the case may be, and upon such termination, the proceeds resulting from such condemnation or casualty, as the case may be, shall be paid to Seller’s notice, and Purchaser shall thereupon receive a refund of the Deposit and be relieved of any and all liability hereunder. In the event Purchaser shall not elect to terminate this Agreementits obligations hereunder, in which event the Exxxxxx Money proceeds of such condemnation or casualty, as the case may be, shall be immediately returned assigned and belong to Buyer Purchaser as of Closing and thereafter neither party Purchaser shall have receive a credit for any further rights insurance deductible required to be paid by Purchaser. For purposes of this Section 13, a “material casualty” shall be deemed to be a casualty which results in repair and/or restoration costs to the Subject Premises in excess of Five Hundred Thousand and 00/100 ($500,000.00) Dollars or obligations hereunderwhich permits Tenant to terminate the Lease. If Buyer does not terminate this Agreement, or in In the event of any casualty or condemnation that does not result in a loss of a material portion of the Propertytermination, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer Purchaser shall receive a credit against the Purchase Price at Closing in the amount of Seller’s any deductible under its the casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)carried by Purchaser.

Condemnation; Casualty. Section 15.01 If, during the period between the date hereof and the Closing, the Town of Smithtown or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Property or any part thereof (the "Taking"), then, in any such event, (I) Seller shall promptly so notify Buyer Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) if such proceedings might result in writing a Taking of any casualty all or any condemnation proceeding commenced portion of the Improvements, all or any portion of the parking lot on the Land (unless such taking is immaterial), and/or any material portion of the Land and Improvements, Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement, and (IV) with respect to any other Taking, this Agreement shall not terminate but shall remain in full force and effect. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. If clause III applies, Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (a) above of Clause III and this Agreement shall remain in full force and effect. If this Agreement is not terminated by reason of any such Taking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the following: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Close Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the PropertyTaking Proceedings, provided, however, that if a casualty loss occurring Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation award which may thereafter be paid on account of such Taking. Notwithstanding the foregoing, if, and to the extent, any of Seller's Personal Property is condemned as a result of Tenant’s removal part of any equipment pursuant such Taking, Seller shall be entitled to Section 7(b)(ii) above, Buyer shall not have receive and retain the right to terminate this Agreement (provided, however, that the provisions portion of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)condemnation awards allocable thereto.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of If, between the Effective Date and a Closing, any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the PropertyProperty is taken in condemnation, then Seller shall notify Buyer may elect, of that fact and Buyer shall have the option to terminate this Agreement and its obligations hereunder. The option to terminate contained in this Article XII must be exercised by written notice to Seller within fifteen (15) no later than ten business days after receipt Buyer is notified in writing by Seller or others of Sellerthe condemnation, the exact areas to be condemned, and the condemning authority’s notice, appraised condemnation value. If Buyer exercises its option to terminate in accordance with this AgreementArticle XII, in which event the Exxxxxx Money Title Company shall be immediately returned return the Deposit to Buyer and thereafter neither party shall have any further rights or obligations obligation hereunder. If Buyer does not exercise its option to terminate as provided in this Article XII, the Agreement shall continue in full force and effect. In such event, the Purchase Price shall be paid by Buyer at Closing without reduction, but Seller shall remit to Buyer all awards or other proceeds received by Seller as a result of the condemnation. If, between the Effective Date and a Closing, the Property is materially damaged or destroyed by fire or other casualty, Seller shall notify Buyer of that fact and Buyer shall have the option to terminate this AgreementAgreement and its obligations hereunder. The option to terminate contained in this Article XII must be exercised by written notice to Seller no later than ten business days after Buyer is notified in writing by Seller or others of the casualty. If Buyer exercises its option to terminate in accordance with this Article XII, or in the event of Title Company shall return the Deposit to Buyer and neither party shall have any casualty or condemnation that further obligation hereunder. If Buyer does not result exercise its option to terminate as provided in a loss of a material portion this Article XII, the Agreement shall continue in full force and effect and Seller shall have no obligation to make any repairs or replacement of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy assign and Seller shall assign transfer to Buyer all right title and interest of Seller in and to any collected or uncollected casualty insurance proceeds payable to which Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is may be entitled to receive resulting from such condemnation proceedingdamage. For purposes of this Agreement, a paragraph the Property shall be considered “material portion of the Propertymaterially damaged” shall mean damage or loss if the cost of which to repair exceeds One Hundred Fifty Thousand Dollars (is in excess of $150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)35,000.00.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty In the event that all or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the PropertyProperty is the subject of a taking or condemnation under the provisions of eminent domain prior to the date of Closing, then Buyer may elect, by terminate this Agreement upon written notice to Seller given within fifteen ten (1510) business days after receipt of Seller’s noticethe notice of any pending taking or condemnation and the Xxxxxxx Money and any extension payments shall be refunded to Buyer. For purposes of this Section 8.2, "material portion" means a taking or condemnation which in Xxxxx's opinion will materially affect Xxxxx's ability to develop the Property in the future. If Buyer does not elect to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party then Seller shall have no obligation to repair or replace any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in damage caused by the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer foregoing nor shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurerbe reduced, if applicable, resulting from such casualty; and/or (b) for a condemnationbut at Closing, Seller shall assign to Buyer its rights to any compensation, awards, or other payments or relief Seller has received or is entitled to receive condemnation proceeds resulting from such condemnation proceedingtaking and shall not make any settlements without Buyer's prior written approval. For purposes of this Agreement, a “In the event that all or any material portion of the Property” shall mean damage improvements on the Property are damaged or loss destroyed by any casualty prior to the cost date of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) aboveClosing, Buyer shall not have the no right to terminate this Agreement (providedand Seller shall have no obligation to repair or replace any damage or destruction nor shall the Purchase Price be reduced, howeverbut at Closing, that the provisions of clause (a) Buyer shall receive an assignment of the preceding sentence proceeds of this paragraph any casualty insurance otherwise payable to Seller up to the amount necessary to level the applicable portions of the Property to grade level and remove all debris and the balance, if any, shall nevertheless apply be paid to any such casualty loss)Seller.

Condemnation; Casualty. Section . If, during the period between the date hereof and the Closing, the Town of Islip or any other governmental authority having a power of eminent domain shall initiate any condemnation or eminent domain proceedings (“Taking Proceedings”) which might result in the taking of the Property or any part thereof (the "Taking") or if there are pending any such Taking Proceedings, then, in any such event, (I) Seller shall promptly so notify Buyer in writing Purchaser, (II) Seller shall have no liability to Purchaser on account thereof, (III) Purchaser shall have the right to elect either (a) to accept such title as Seller is able to convey, without any reduction of any casualty the Purchase Price or any condemnation proceeding commenced credit or allowance on account thereof or any other claim against Seller, or (b) to terminate this Agreement. If Purchaser elects to terminate this Agreement pursuant to the preceding clause (III) (b), then this Agreement shall terminate, whereupon (i) the Downpayment shall be returned to Purchaser, and (ii) thereafter, Purchaser and Seller shall have no further liability or obligations under this Agreement except with respect to the provisions hereof which by their terms expressly survive the termination hereof. Purchaser shall make its election between subclauses (a) and (b) of clause III by written notice to Seller given not later than the fifth (5th) business day after the receipt by Purchaser of notice from Seller of condemnation or eminent domain proceedings. If Purchaser shall fail to give such notice as aforesaid, Purchaser shall be deemed to have elected subclause (b) above of Clause III. If this Agreement is not terminated by reason of any such Taking Proceedings, then this Agreement shall remain in full force and effect, and Seller and Purchaser shall proceed to effectuate the Closing under all the terms of this Agreement, subject, however, to the following: (1) Purchaser shall accept the Property subject to the Taking Proceedings (or, if the Taking shall have occurred prior to the Closing, Purchaser shall accept the remaining portions of the Property), without any adjustment to the Purchase Price on account thereof; (2) Seller, prior to the Closing, shall, in consultation with Purchaser, and at Purchaser's sole cost and expense, make all filings and other submissions required of the owner of the Property prior to the Close Closing in order to preserve and/or apply for any and all claims for any condemnation award on account of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the PropertyTaking Proceedings, provided, however, that if a casualty loss occurring Seller shall not settle any such claims without Purchaser's approval, which approval Purchaser shall not unreasonably withhold; and (3) Seller, at the Closing, shall (x) pay to Purchaser an amount equal to any condemnation award theretofore received by Seller on account of such Taking, and (y) assign and transfer to Purchaser all of Seller's right, title and interest in and to any condemnation award which may thereafter be paid on account of such Taking. Notwithstanding the foregoing, if, and to the extent, any of Seller's Personal Property is condemned as a result of Tenant’s removal part of any equipment pursuant such Taking, Seller shall be entitled to Section 7(b)(ii) above, Buyer shall not have receive and retain the right to terminate this Agreement (provided, however, that the provisions portion of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss)condemnation awards allocable thereto.

Condemnation; Casualty. Seller shall promptly notify Buyer in writing of any casualty or any condemnation proceeding commenced with respect to the Property prior to the Close of Escrow. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property, then Buyer may elect, by notice to Seller within fifteen (15) days after receipt of Seller’s notice, to terminate this Agreement, in which event the Exxxxxx Xxxxxxx Money shall be immediately returned to Buyer and thereafter neither party shall have any further rights or obligations hereunder. If Buyer does not terminate this Agreement, or in the event of any casualty or condemnation that does not result in a loss of a material portion of the Property, then Buyer shall close Escrow and shall accept such Property in its then condition and, upon the Close of Escrow: (a) for a casualty loss, Buyer shall receive a credit against the Purchase Price in the amount of Seller’s deductible under its casualty insurance policy and Seller shall assign to Buyer all insurance proceeds payable to Seller for property damage from Seller’s insurer or Tenant’s insurer, if applicable, resulting from such casualty; and/or (b) for a condemnation, Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such condemnation proceeding. For purposes of this Agreement, a “material portion of the Property” shall mean damage or loss the cost of which to repair exceeds One Hundred Fifty Thousand Dollars ($150,000.00) or a condemnation involving five percent (5%) percent or more of the Property, provided, however, that if a casualty loss occurring as a result of Tenant’s removal of any equipment pursuant to Section 7(b)(ii) above, Buyer shall not have the right to terminate this Agreement (provided, however, that the provisions of clause (a) of the preceding sentence of this paragraph shall nevertheless apply to any such casualty loss).. 32. Exhibits. Each of the exhibits listed below are attached hereto and made a part hereof: Exhibit A Legal Description Exhibit X-x Copy of Lease Exhibit B-2 Copy of Order Exhibit B-3 Copy of Assumption Agreement Exhibit C List of Tenant’s Personal Property/ Approved Equipment Removal List Exhibit C-2 Copy of Lease Termination Agreement Exhibit C-3 Copy of New Lease Exhibit E [intentionally deleted] Exhibit F List of Service and Management Agreements Exhibit G List of Permits Exhibit H Arbitration Exhibit I List of Delivered Reports [Signature Page Follows]