Common use of Damage and Condemnation Clause in Contracts

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the any Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such the Facility exceeds 10% of the Purchase Price allocated to such FacilityPrice, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or the Facility, (ii) cause the Real Property or the Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such the Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such FacilityPrice, in Buyer’s reasonable judgment. If such the Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such the Facility exceeds 1020% of the Purchase Price allocated to such FacilityPrice, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a the Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (ia) relates to the material taking or closing of any right of access to any the Real Property or Facility, (iib) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iiic) results in the loss of parking that is material to the operation of such the Facility, or (ivd) result in the loss of value in excess of 1020% of the Purchase Price allocated to such FacilityPrice, in Buyer’s reasonable judgment. If such the Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to Seller shall notify Purchaser upon the Closing Dateoccurrence of any damage, no portion destruction, taking or threat of taking affecting the Facility shall have been damaged or destroyed by fire or other casualty where Real Property. In the estimate event of any material damage to such Facility exceeds 10% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part destruction of the Real Property Property, or improvements comprising a Facility any portion thereof, or in the event of any material taking or threat of taking of the Real Property, or any portion thereof, by any public or quasi-public authority under exercise of the power of eminent domain. A proceeding , Purchaser may elect to: (i) terminate this Agreement by giving notice thereof to Seller within ten (10) days of receipt of notice from Seller, whereupon the Xxxxxxx Money shall be deemed promptly refunded to Purchaser, this Agreement shall become null and void and the parties shall be relieved of and released from any and all further rights, duties, obligations and liabilities hereunder except for those obligations which survive the termination of this Agreement, or (ii) consummate the purchase of the Property, whereupon at Closing Seller shall assign any rights to any insurance proceeds or condemnations awards, subject to the rights of Tenants and obligations of Landlord under the Leases and Purchaser shall receive a credit for the insurance deductible. Seller shall provide Purchaser with all information received by Seller regarding any such damage, destruction, taking or threat of taking which is reasonably necessary or useful to Purchaser in making the election between such alternative. For the purposes of this section, “material” if such condemnation or damage shall mean any casualty, the cost of which to repair is reasonably estimated by Purchaser to be greater than $2,000,000. A “material” taking shall mean (i) relates to the material any taking or closing threatened taking whereby the loss of any right of access to any Real Property value reasonably determined by Purchaser may exceed $2,000,000, or Facility, (ii) cause the Real Property any taking or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) threatened taking which could result in the loss of value in excess any access or parking rights. In the event of 10% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, any non-material damage or destruction to Buyer. In the event Buyer waives Real Property that is not insured by Seller, if Seller does not agree to pay the uninsured amount, Purchaser shall have the right to terminate this condition, Agreement by written giving notice thereof to Seller within fifteen ten (1510) business days of receipt of notice of such proceedingthereof from Seller, whereupon the Xxxxxxx Money shall be promptly refunded to Purchaser, this Agreement shall become null and void and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings parties shall be so commenced or threatened to take or condemn relieved of and released from any and all further rights, duties, obligations and liabilities hereunder except for those obligations which survive the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives termination of this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereofAgreement.

Damage and Condemnation. Prior to the Closing Date, the risk of physical loss to the Sellers' Assets shall be borne by Sellers. Accordingly, it shall be a condition to Purchaser's obligation hereunder that prior to the Closing Date, no material portion of any of the Facility Facilities nor any material portion of any of the Sellers' Assets shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facilitycasualty, or proceedings be commenced shall have been taken or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility condemned by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed , in any such case to be “material” if such condemnation or taking (ian extent which causes the affected Facility(ies) relates to the material taking or closing lose use of any right of access to any Real Property its licensed beds/units or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material impracticable to the operation of such Facility, or (iv) result in the loss of value in excess of 10% operate as of the Purchase Price allocated to such FacilityClosing Date or the postponement thereof, in Buyer’s reasonable judgmentif applicable. If such Facility the Sellers' Assets shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer destroyed and Purchaser waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, applicable Seller shall assign to Buyer Purchaser all of its right rights to any insurance proceeds in the connection therewiththerewith and the Purchase Price shall be reduced by any deductible which Purchaser shall be required to pay in connection with such damage or destruction or by any uninsured costs of repair or reconstruction. If proceedings the Sellers' Assets shall be so commenced taken or threatened to take or condemn the Real Property or the Facility or portion thereof condemned prior to Closing, and if Buyer waives Purchaser waive this condition and the Closing occurscondition, Seller Sellers shall pay or assign to Buyer Purchaser all Seller’s Sellers' right to the proceeds of any condemnation award in connection thereofthereof and the Purchase Price shall be reduced by Purchaser' reasonable estimate of the amount by which the cost to repair the portion of the Sellers' Assets affected by such taking exceeds such condemnation award. Purchaser may, however, in lieu of closing, elect to exercise its rights under Paragraph 15(a) (iii) with respect to the affected Facility or Facilities if a material portion of the Seller's Assets is damaged, destroyed or taken prior to the Closing Date but such election shall not affect Purchaser obligation to Purchaser to purchase, or the Sellers' obligation to sell, the remainder of the Sellers' Assets in accordance with the terms of this Agreement.

Damage and Condemnation. Prior to the Closing Date, the risk of physical loss to the CPM Assets shall be borne by Sellers. Accordingly, it shall be a condition to Purchaser’s obligation hereunder that prior to the Closing Date, no material portion of any of the Facility CPM Facilities nor any material portion of any of the CPM Assets shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facilitycasualty, or proceedings be commenced shall have been taken or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility condemned by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed , in any such case to be “material” if such condemnation or taking (ian extent which causes the affected CPM Facility(ies) relates to the material taking or closing lose use of any right of access its licensed beds/units or to become impracticable to operate as of the Closing Date or the postponement thereof, if applicable. If the CPM Assets shall have been so damaged or destroyed and Purchaser waives this condition, the applicable Seller shall assign to Purchaser all of its rights to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results insurance proceeds in the loss of parking that is material to connection therewith and the operation of such Facility, or (iv) result in the loss of value in excess of 10% portion of the Purchase Price allocated to the CPM Facilities shall be reduced by any deductible which Purchaser shall be required to pay in connection with such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, or by written notice to Seller within fifteen (15) business days any uninsured costs of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewithrepair or reconstruction. If proceedings the CPM Assets shall be so commenced taken or threatened to take or condemn the Real Property or the Facility or portion thereof condemned prior to Closing, and if Buyer Purchaser waives this condition and the Closing occurscondition, Seller Sellers shall pay or assign to Buyer Purchaser all Seller’s Sellers’ right to the proceeds of any condemnation award in connection thereofthereof and the portion of the Purchase Price allocated to the CPM Facilities shall be reduced by such amount as may be agreed upon by the applicable Seller and Purchaser as a reasonable estimate of the amount by which the cost to repair the portion of the CPM Assets affected by such taking exceeds such condemnation award; provided, however, if the applicable Seller and Purchaser are unable to so agree by the Closing, then Purchaser may exercise its right to terminate this Agreement pursuant to the immediately following sentence. Purchaser may, however, in lieu of closing, elect to exercise its rights under Paragraph 15(a) (iii) with respect to the affected CPM Facility or Facilities if a material portion of the CPM Assets is damaged, destroyed or taken prior to the Closing Date but such election shall not affect Purchaser’s obligation to purchase, or Sellers’ obligation to sell, the remainder of the CPM Assets in accordance with the terms of this Agreement or the AL Facilities in accordance with the terms of the AL Master Agreement.

Damage and Condemnation. Prior to the Closing Date, no portion of the any Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 105% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the any Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% five percent (5%) of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such Facility, in BuyerBxxxx’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall Facilities will have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility the Facilities exceeds ten percent (10% %) of the Purchase Price allocated to such Facilitythe Facilities, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility the Facilities by any public or quasi-public authority under the power of eminent domain. A proceeding shall will be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facilitythe Facilities, (ii) cause the Real Property or Facility the Facilities to become non-conforming with then current legal requirements governing such Real Property or Facilitythe Facilities, (iii) results in the loss of parking that is material to the operation of such Facilitythe Facilities, or (iv) result in the loss of value in excess of ten percent (10% %) of the Purchase Price allocated to such Facilitythe Facilities, in Buyer’s reasonable judgment. If such Facility shall the Facilities will have been so damaged or destroyed, Seller shall will deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall will assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall will be so commenced or threatened to take or condemn the Real Property or the Facility Facilities or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall will pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any the Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such Facilityfor the Property, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, the risk of physical loss to the Sellers' Assets shall be borne by Sellers. Accordingly, it shall be a condition to Purchaser's obligation hereunder that prior to the Closing Date, no material portion of any of the Facility Facilities nor any material portion of any of the Sellers' Assets shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facilitycasualty, or proceedings be commenced shall have been taken or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility condemned by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed , in any such case to be “material” if such condemnation or taking (ian extent which causes the affected Facility(ies) relates to the material taking or closing lose use of any right of access to any Real Property its licensed beds/units or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material impracticable to the operation of such Facility, or (iv) result in the loss of value in excess of 10% operate as of the Purchase Price allocated to such FacilityClosing Date or the postponement thereof, in Buyer’s reasonable judgmentif applicable. If such Facility the Sellers' Assets shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer destroyed and Purchaser waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, applicable Seller shall assign to Buyer Purchaser all of its right rights to any insurance proceeds in the connection therewiththerewith and the Purchase Price shall be reduced by any deductible which Purchaser shall be required to pay in connection with such damage or destruction or by any uninsured costs of repair or reconstruction. If proceedings the Sellers' Assets shall be so commenced taken or threatened to take or condemn the Real Property or the Facility or portion thereof condemned prior to Closing, and if Buyer waives Purchaser waive this condition and the Closing occurscondition, Seller Sellers shall pay or assign to Buyer Purchaser all Seller’s Sellers' right to the proceeds of any condemnation award in connection thereofthereof and the Purchase Price shall be reduced by such amount as may be agreed upon by the applicable Seller and Purchaser as a reasonable estimate of the amount by which the cost to repair the portion of the Sellers' Assets affected by such taking exceeds such condemnation award; provided, however, if the applicable Seller and Purchaser are unable to so agree by the Closing, then Purchaser may exercise its right to terminate this Agreement pursuant to the immediately following sentence. Purchaser may, however, in lieu of closing, elect to exercise its rights under Paragraph 15(a) (iii) with respect to the affected Facility or Facilities if a material portion of the Seller's Assets is damaged, destroyed or taken prior to the Closing Date but such election shall not affect Purchaser's obligation to purchase, or Sellers' obligation to sell, the remainder of the Sellers' Assets in accordance with the terms of this Agreement.

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall have been damaged If all or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 10% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property is substantially damaged by fire, casualty, the elements or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyedother cause, Seller shall deliver prompt immediately give notice to Buyer, and Buyer shall have the right to terminate this Agreement and receive back Buyer’s Letter of Credit and all Xxxxxxx Money by giving written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice thereof to Seller within fifteen five (155) business days after Seller’s notice to Buyer of receipt of notice of the damage. If Buyer shall fail to give such proceedingwritten notice, then the parties shall proceed to Closing (as hereinafter defined), and the Closing occurs, Seller shall assign to Buyer all of Seller’s rights to all insurance proceeds related solely to the Property, if any, resulting from such event. If any Tenant exercises or fails to waive a right under its lease to xxxxx rent or terminate its lease due to casualty or eminent domain/condemnation proceedings against the Property or if there is an uninsured casualty or an underinsured casualty Seller shall immediately give notice to Buyer, and Buyer shall have the right to any insurance proceeds in connection therewithterminate this Agreement and receive back Buyer’s Letter of Credit and all Xxxxxxx Money by giving written notice to Seller within five (5) days after Seller’s notice to Buyer of the casualty or eminent domain/condemnation. If Buyer elects to accept the Property in its then condition or if Buyer shall fail to give such written notice, then the parties shall proceed to Closing, and Seller shall assign to Buyer all of Seller’s rights to appear in and receive any eminent domain/condemnation award from such proceedings which relate solely to the Property and all LEGAL02/38577646v9 proceeds of insurance payable to Seller by reason of such damage or condemnation shall be so commenced paid or threatened assigned to take Buyer; Seller shall also pay to Buyer the amount of any deductible and/or co-insurance under any such policy. In the event of non‑material damage to the Property, which damage Seller is unwilling or condemn the Real Property or the Facility or portion thereof unable to repair prior to Closing, and if Buyer waives this shall accept the Property in its then condition and in doing so, shall be entitled to a reduction in the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right Purchase Price to the proceeds extent of any condemnation award in connection thereofthe cost of repairing such damage, as determined by engineers employed by Buyer as part of its due diligence, up to an amount of $250,000.00. For purposes of this Section, “material” shall mean damage which exceeds 5% of the Purchase Price or causes the Property to be out of compliance of zoning.

Damage and Condemnation. Prior to the Closing Date, no portion of the any Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such Facility exceeds 1020% of the Purchase Price allocated to such Facility, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (ia) relates to the material taking or closing of any right of access to any Real Property or Facility, (iib) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iiic) results in the loss of parking that is material to the operation of such Facility, or (ivd) result in the loss of value in excess of 1020% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the any Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.

Damage and Condemnation. Prior to the Closing Date, no portion of the Facility shall have been damaged or destroyed by fire or other casualty where the estimate of damage to such the Facility exceeds 105% of the Purchase Price allocated to such FacilityPrice, or proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material” if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility, (ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value in excess of 10% of the Purchase Price allocated to such FacilityPrice, in Buyer’s reasonable judgment. If such Facility shall have been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding, and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any condemnation award in connection thereof.