Common use of Damage and Destruction Condemnation Clause in Contracts

Damage and Destruction Condemnation. In the event of any damage, destruction, casualty, condemnation or threat of condemnation affecting the Subleased Premises, Xxxx payable hereunder shall be abated but only to the extent that Xxxx is abated under the Master Lease with respect to the Subleased Premises. Subtenant shall have no right to terminate this Sublease in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereof. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire or casualty or taken by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] prior to the date under Article XII or Article XIII, as applicable, of the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its right to terminate the Master Lease pursuant and consistent with the provisions of Article XII or Article XIII, as applicable, of the Master Lease, this Sublease shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statement.

Damage and Destruction Condemnation. SELLER shall notify BUYER immediately of the occurrence of any damage to or destruction of the Property, or the institution or maintenance of any condemnation or similar proceedings with respect to the Property. In the event of any damagedamage to or destruction of the Property, Property for which the cost to repair exceeds One Hundred Thousand Dollars ($100,000), or which is not fully covered by insurance (subject to customary deductibles) and SELLER does not agree, within seven (7) days after the occurrence of any such damage or destruction, casualtyto repair or restore the Property to its preexisting condition and diligently complete such repair or restoration, or in the event any condemnation or threat of condemnation affecting the Subleased Premises, Xxxx payable hereunder shall be abated but only to the extent that Xxxx is abated under the Master Lease similar proceedings are instituted or maintained with respect to a material portion of the Subleased Premises. Subtenant shall have no right Property prior to the Closing, or if BUYER’s purchase money lender refuses to fund the purchase money loan because SELLER is unable to repair or restore the Property prior to the Closing Date to its condition prior to such damage or destruction, BUYER at its option either (i) may terminate this Sublease Agreement and receive the Deposit (unless the damage was caused by BUYER or its agents, employees or contractors), or (ii) may consummate the transaction contemplated by this Agreement. In all other events of damage, destruction or condemnation, or in the event that BUYER elects to consummate the purchase pursuant to clause (ii) immediately above, all insurance or condemnation proceeds collected in connection with any damagesuch damage or destruction or proceedings together with the deductible (excluding business interruption, destruction, casualty, condemnation or threat of condemnation except rental loss and similar proceeds attributable to periods prior to the extent Closing Date, and excluding insurance and deductibles attributable to items that BUYER is not obligated to repair under the Master Lease is also terminated as Leases) shall be delivered to BUYER upon the Closing, and BUYER shall promptly repair the Property in accordance with the terms of the Leases. All entitlement to all additional insurance or condemnation proceeds arising out of such damage or destruction or proceedings (excluding business interruption, rental loss and similar proceeds attributable to periods prior to the Subleased Premises or any portion thereofClosing Date, and excluding insurance attributable to items that BUYER is not obligated to repair under the Leases) shall be assigned by SELLER to BUYER upon the Closing. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire any damage, destruction or casualty or taken by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] occurs prior to the date under Article XII or Article XIIIClosing that would, as applicable, if the same had occurred during the term of the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination rightLeases, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its give SELLER or BUYER the right to terminate the Master Lease pursuant and consistent with the provisions of Article XII one or Article XIII, as applicable, more of the Master LeaseLeases, then either SELLER or BUYER may terminate this Sublease Agreement, in which case BUYER shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable be entitled to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation a return of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statementDeposit.

Damage and Destruction Condemnation. Seller shall notify Buyer immediately of the occurrence of any damage to or destruction of the Property, or the institution or maintenance of any condemnation or similar proceedings with respect to the Property prior to the Closing Date of which Seller is aware. In the event of any damagedamage to or destruction of the Property prior to the Closing Date for which the cost to repair in the aggregate exceeds $500,000, destruction, casualty, or in the event any condemnation or threat of condemnation affecting the Subleased Premises, Xxxx payable hereunder shall be abated but only similar proceedings are instituted or maintained prior to the extent that Xxxx is abated under Closing Date, Buyer at its option either (i) may terminate this Agreement by written notice to Seller prior to the Master Lease with Closing Date, or (ii) may consummate the purchase evidenced by this Agreement. With respect to any damage to or destruction of the Subleased Premises. Subtenant Property prior to the Closing Date for which the cost to repair does not in the aggregate exceed $500,000 , Buyer shall have no right to terminate this Sublease Agreement pursuant to the preceding sentence, this Agreement shall continue in accordance with its terms and the Purchase Price shall be reduced by the Restoration Funds (as defined below). As used herein, "Restoration Funds" shall mean an amount equal to the actual costs and expenses directly and indirectly related to the restoration of the Property, including the costs of permits less the actual proceeds of insurance assigned to Buyer at the Closing, but not exceeding the estimated cost of the restoration as reasonably determined and agreed upon by Buyer, Seller and WHTS based on bids for a guaranteed maximum price contract for the restoration, which may include appropriate contingencies for cost overruns reasonably agreed upon by Buyer, Seller and WHTS. If Buyer, Seller and WHTS do not reasonably agree on the amount of the Restoration Funds and reasonable contingencies in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereof. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire or casualty or taken by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] therewith prior to the date under Article XII or Article XIIIClosing Date, as applicable, of then Buyer shall have the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its right to terminate this Agreement as described above prior to the Master Lease Closing Date. If this Agreement is not terminated by Buyer pursuant to this Section 8, then (i) Buyer shall accept possession of the Property in such damaged condition and/or subject to such condemnation or other proceeding on the Closing Date, (ii) as of the Closing Date, Seller shall assign to Buyer all insurance proceeds or condemnation proceeds received or to be received by Seller as a result of such damage or taking, and consistent with the provisions of Article XII or Article XIII(iii), as if applicable, the Purchase Price shall be reduced by the amount of the Master LeaseRestoration Funds. If this Agreement is so terminated by Buyer, this Sublease then Buyer shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable be entitled to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation an immediate return of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statementDeposit.

Damage and Destruction Condemnation. The Seller shall promptly notify Purchaser of the occurrence of any material damage to or destruction of the Assets that occurs prior to the Closing Date. In the event of any damage, destruction, casualty, condemnation uninsured damage to or threat destruction of condemnation affecting the Subleased Premises, Xxxx payable hereunder shall be abated but only Assets prior to the extent that Xxxx is abated under Closing Date the Master Lease with respect cost of which to the Subleased Premises. Subtenant repair would total $50,000 or less, then such damage or destruction shall have no right effect whatsoever on the Purchase Price or Purchaser's or Seller's obligation to terminate this Sublease in connection with close. Should any damage, destruction, casualty, condemnation uninsured damage or threat of condemnation except destruction to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereof. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire or casualty or taken by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] Assets occur prior to the date Closing Date the cost of which to repair would total more than $50,000 but less than $150,000, then unless Seller causes the same to be repaired and restored in all material respects prior to the Closing Date (in which case the Purchase Price shall be unaffected and the parties shall proceed with the Closing as though such damage, destruction or proceedings had never occurred or been initiated) (provided such damage or destruction does not entitle any lessor or sublessor under Article XII or Article XIII, as applicable, any Real Property Lease to terminate such Real Property Lease and further provided that the Purchaser shall be permitted uninterrupted use and occupancy of the Master premises demised under such Real Property Lease), Purchaser's sole remedy shall be to receive a dollar-for-dollar reduction in the Purchase Price in an amount equal to the sum of (i) the cost of such repairs, less (ii) the amount of any valid insurance proceeds with respect thereto assigned to Purchaser at the Closing, and consummate the transaction contemplated herein. If any uninsured damage or destruction to the Assets occurs prior to the Closing Date the cost of which to repair would total $150,000 or more or any damage or destruction to the Assets occurs prior to the Closing Date that entitles any lessor or sublessor under any Real Property Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its right to terminate the Master such Real Property Lease pursuant or results in Purchaser no longer being permitted uninterrupted use and consistent with the provisions of Article XII or Article XIII, as applicable, occupancy of the Master premises demised under such Real Property Lease, this Sublease then irrespective of whether the same can be repaired and/or restored prior to the Closing Date, Purchaser shall automatically terminate on have the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable and option to either (i) terminate the Master Leasetransaction contemplated herein, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition or (ii) elect to and without limitation of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may electreceive, as its sole and exclusive remedyremedy by reason of such damage, destruction, a Purchase Price reduction in the amount of $150,000 and consummate the transaction contemplated herein as though the damage or destruction had never occurred or been initiated. In all other events or in the event that Purchaser elects to terminate consummate the purchase pursuant to clause (ii) above, (xx) all insurance or condemnation proceeds, including business interruption and rental loss proceeds, collected by or paid to Seller prior to the Closing Date, shall be credited against the Purchase Price on Purchaser's account or the Purchase Price shall be adjusted by an amount agreed between Purchaser and Seller, and (yy) all entitlement to all other insurance or condemnation proceeds arising out of such damage or destruction or proceedings and not collected prior to the Closing Date shall be assigned to Purchaser at the Closing. Notwithstanding anything to the contrary in this Sublease Agreement, the risk of loss or damage to the Assets shall unconditionally shift to the Purchaser on the Closing Date. For avoidance of doubt, Purchaser and Seller intend that the provisions of this Section 8.14 shall control over any right or remedy to which the Purchaser may otherwise be entitled under this Agreement by notice to Sublandlord sent not later than [***] following receipt by Subtenant reason of the Master Xxxxxxxx’s restoration statementoccurrence of any event subject to this Section 8.14.

Damage and Destruction Condemnation. If, prior to the Closing, there is any damage to or destruction of any part of the Property, Seller shall repair, restore or replace such damaged Property in a good and workmanlike manner to a condition at least as good and useful as that in which it existed prior to such damage or destruction. If Seller is unable to repair, restore or replace such damage or destruction prior to the Closing, then at Buyer's option: (a) the Closing shall be extended in order to permit Seller to complete such repair, restoration or replacement prior to the Closing; (b) the Closing shall occur on the Closing Date as the same may have been extended pursuant to clause (a) of this Section, and Seller shall deposit into Escrow prior to the Closing or Escrow Holder shall retain from the sale proceeds an amount equal to one hundred ten percent (110%) of the amount reasonably estimated by Buyer and Seller to complete the required repairs, restorations or replacements for application to the costs incurred by Buyer to complete such repairs, restorations or replacements, with the balance of such retention (together with any interest earned on the retention) being paid over to Seller following the completion of such repairs, restorations or replacements; or (c) this Agreement shall terminate upon written notice to Seller and the Escrow Holder, in which case neither party shall have any further rights or obligations under this Agreement, the Deposit shall be immediately returned to Buyer, and Seller shall pay all title charges and all costs for cancellation of the Escrow. In the event the Property or any portion thereof is taken by eminent domain or any condemnation proceedings are commenced prior to the Closing, then Buyer may elect either: (i) to proceed with the transaction, in which case Buyer shall receive an assignment of any damage, destruction, casualty, condemnation award; or threat of condemnation affecting the Subleased Premises, Xxxx payable hereunder shall be abated but only to the extent that Xxxx is abated under the Master Lease with respect to the Subleased Premises. Subtenant shall have no right (ii) to terminate this Sublease in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereof. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire or casualty or taken by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give Agreement upon written notice to Sublandlord at least [***] prior Seller and the Escrow Holder, in which case neither party shall have any further rights or obligations under this Agreement, the Deposit shall be immediately returned to the date under Article XII or Article XIIIBuyer, as applicable, and Seller shall pay all title charges and all costs for cancellation of the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its right to terminate the Master Lease pursuant and consistent with the provisions of Article XII or Article XIII, as applicable, of the Master Lease, this Sublease shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statementEscrow.

Damage and Destruction Condemnation. Seller shall notify Buyer immediately of the occurrence of any damage to or destruction of the Property, or the institution or maintenance of any condemnation or similar proceedings with respect to the Property prior to the Closing Date of which Seller is aware. In the event of any damagedamage to or destruction of the Property prior to the Closing Date for which the cost to repair in the aggregate exceeds $500,000, destruction, casualty, or in the event any condemnation or threat of condemnation affecting the Subleased Premises, Xxxx payable hereunder shall be abated but only similar proceedings are instituted or maintained prior to the extent that Xxxx is abated under Closing Date, Buyer at its option either (i) may terminate this Agreement by written notice to Seller prior to the Master Lease with Scheduled Closing Date, or (ii) may consummate the purchase evidenced by this Agreement. With respect to any damage to or destruction of the Subleased Premises. Subtenant Property prior to the Closing Date for which the cost to repair does not in the aggregate exceed $500,000, Buyer shall have no right to terminate this Sublease Agreement pursuant to the preceding sentence, this Agreement shall continue in accordance with its terms and the Purchase Price shall be reduced by the Restoration Funds (as defined below). As used herein, "Restoration Funds" shall mean an amount equal to the actual costs and expenses directly and indirectly related to the restoration of the Property, including the costs of permits less the actual proceeds of insurance assigned to Buyer at the Closing, but not exceeding the estimated cost of the restoration as reasonably determined and agreed upon by Buyer and Seller based on bids for a guaranteed maximum price contract for the restoration, which may include appropriate contingencies for cost overruns reasonably agreed upon by Buyer and Seller. If Buyer and Seller do not reasonably agree on the amount of the Restoration Funds and reasonable contingencies in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereof. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire or casualty or taken by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] therewith prior to the date under Article XII or Article XIIIClosing Date, as applicable, of then Buyer shall have the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its right to terminate this Agreement as described above on or before the Master Lease Closing Date. If this Agreement is not terminated by Buyer pursuant to this Section 8, then (i) Buyer shall accept possession of the Property in such damaged condition and/or subject to such condemnation or other proceeding on the Closing Date, (ii) as of the Closing Date, Seller shall assign to Buyer all insurance proceeds or condemnation proceeds received or to be received by Seller as a result of such damage or taking, and consistent with the provisions of Article XII or Article XIII(iii), as if applicable, the Purchase Price shall be reduced by the amount of the Master LeaseRestoration Funds. If this Agreement is so terminated by Buyer, this Sublease then Buyer shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable be entitled to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation an immediate return of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statementDeposit.

Damage and Destruction Condemnation. Seller shall notify Buyer immediately of the occurrence of any damage to or destruction of the Property, or the institution or maintenance of any condemnation or similar proceedings with respect to the Property. In the event of any damagedamage to or destruction of the Property for which the cost to repair exceeds $500,000, destructionor is not fully covered by insurance (except for deductible amounts), casualty, or in the event any such condemnation or threat of other proceedings are instituted or maintained, Buyer at its option either (i) may terminate this Agreement as provided in Section 4 above, or (ii) may consummate the purchase evidenced by this Agreement. In all other events or in the event that Buyer elects to consummate the purchase pursuant to (ii) above, all insurance or condemnation affecting the Subleased Premises, Xxxx payable hereunder proceeds (except for any business interruption and rental loss proceeds which shall be abated but only prorated as of Close of Escrow), collected by Seller prior to the extent that Xxxx is abated Closing Date, together with an amount equal to all deductible amounts under the Master Lease with respect insurance policies covering such damage or destruction (in the event the cost to repair does not exceed $500,000), shall be credited against the Purchase Price on Buyer's account, and all entitlement to all other insurance or condemnation proceeds arising out of such damage or destruction or proceedings and not collected prior to the Subleased Premises. Subtenant Closing Date shall have no right be assigned by Seller to terminate this Sublease in connection with any damageBuyer on the Closing Date, destruction, casualty, condemnation or threat of condemnation except and all such deductible amounts not credited against the Purchase Price shall be immediately paid by Seller to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereofBuyer. Notwithstanding the foregoing, in the event of damage covered by an earthquake policy, if the Subleased Premises deductible amount otherwise payable by Seller would exceed $10,000, Seller shall be damaged by fire or casualty or taken by condemnation under circumstances which, under have the Master Lease, entitles Sublandlord right to terminate the Master Lease, Subtenant may give this Agreement by written notice to Sublandlord at least [***] prior Buyer; provided, however, that if Buyer notifies Seller in writing within five (5) days of receipt of such termination notice that Buyer waives its claim to the date under Article XII or Article XIIIdeductible amount in excess of $10,000, as applicable, of the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt notice shall be void and of Subtenant’s request, Sublandlord exercises its right to terminate the Master Lease pursuant and consistent with the provisions of Article XII no further force or Article XIII, as applicable, of the Master Lease, this Sublease shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statementeffect.

Damage and Destruction Condemnation. In Should the event of Subleased Premises or any damagepart thereof be damaged or destroyed by any cause, destructionin whole or in part, casualty, or taken in whole or in part by any governmental authority in condemnation or threat otherwise, Sublessor shall have no obligation whatsoever to rebuild, repair or restore any of condemnation affecting the Subleased Premisessame. In any of such events: (i) this Sublease shall remain in effect so long as the Master Lease remains in effect provided, Xxxx payable hereunder however, if Sublessor is entitled to terminate the Master Lease under Article 10 or 11 of the Master Lease and elects not to do so, then Sublessee shall have the right to terminate this Sublease by written notice to Sublessor delivered within fifteen (15) days after Sublessor notifies Sublessee in writing that Sublessor has elected not to terminate the Master Lease under Article 10 or 11, as applicable; (ii) Monthly Rent shall be abated but only as between Sublessor and Sublessee in the same manner, if any, regarding the Subleased Premises as it is actually abated for Sublessor as “Tenant” under the Master Lease; (iii) irrespective of whether or not the Subleased Premises are affected, this Sublease shall terminate if and when the Master Lease is terminated by Master Landlord or Sublessor pursuant to Article 10 or 11 of the extent that Xxxx is abated Master Lease; (iv) Sublessor shall have no obligations or liability whatsoever as a result of Master Landlord’s failure to rebuild or otherwise comply with the requirements of the Master Lease; (v) Subject to Section 24 below, Sublessor shall have the right to exercise or refrain from exercising Sublessor’s right to terminate the Master Lease, irrespective of whether or not the Subleased Premises are damaged, destroyed, or taken in whole or in part, and on any such termination, this Sublease shall likewise terminate; and (vi) Sublessee shall be obligated to make all payments and perform all acts required of Sublessor as “Tenant” under the Master Lease with respect to the Subleased PremisesPremises including, without limitation, with regard to any personal property or Alterations. Subtenant Sublessor shall have no right obligation or responsibility to enforce its rights to terminate this Sublease in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as or to the Subleased Premises or xxxxx any portion thereof. Notwithstanding the foregoing, if the Subleased Premises shall be damaged by fire or casualty or taken by condemnation under circumstances which, rent payable under the Master Lease, entitles Sublandlord and without limiting Sublessor’s obligations under Section 5.3, shall in no event be required to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] prior to the date under Article XII make a claim against or Article XIII, as applicable, of the Master Lease by which Sublandlord must notify file a suit against Master Landlord of Sublandlord’s intention should Master Landlord refuse to exercise its termination right, requesting that Sublandlord exercise such termination right. If, after receipt of Subtenant’s request, Sublandlord exercises its right to so terminate the Master Lease pursuant and consistent with the provisions of Article XII or Article XIII, as applicable, of xxxxx rent payable under the Master Lease, this Sublease shall automatically terminate on the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation of the foregoing right of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantable, then Subtenant may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant of the Master Xxxxxxxx’s restoration statement.

Damage and Destruction Condemnation. In the event Events of any damage, destruction, casualty, condemnation or threat of destruction ------------------------------------ and condemnation affecting the Building, the common areas of the Building or the Subleased Premises (hereinafter collectively referred to as a "Disruptive Occurrence") shall be governed by the terms and conditions of Article IX of the Intermediate Lease. If the Intermediate Lease is terminated as a consequence of a Disruptive Occurrence, then this Sublease shall terminate concurrently with termination with the Intermediate Lease. If the Intermediate Lease is not terminated as a consequence of a Disruptive Occurrence, then GECC shall exercise GECC's rights, as sublessee under the Intermediate Lease, to ensure repair or restoration of the Building and the Subleased Premises, Xxxx payable hereunder shall be abated but only to as the extent that Xxxx is abated under case may be, in accordance with GECC's rights and the Master Lease with respect to time periods prescribed in the Subleased Premises. Subtenant shall have no right to terminate this Sublease in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Subleased Premises or any portion thereofIntermediate Lease. Notwithstanding the foregoing, if on or before the ninetieth (90th) day after a Disruptive Occurrence, GECC and MAPICS shall work diligently and in good faith to determine the (i) likelihood of termination of the Intermediate Lease as a consequence of the Disruptive Occurrence, (ii) impact of the Disruptive Occurrence on the ability of MAPICS to conduct MAPICS' business from the Subleased Premises shall be damaged as contemplated by fire this Sublease, and (iii) prospects for restoration or casualty repair of the Building, the common areas of the Building or taken the Subleased Premises, as the case may be, to a condition satisfactory for MAPICS to conduct MAPICS' business from the Subleased Premises as contemplated by condemnation under circumstances which, under the Master Lease, entitles Sublandlord to terminate the Master Lease, Subtenant may give written notice to Sublandlord at least [***] prior to this Sublease within one hundred eighty (180) days after the date under Article XII or Article XIII, as applicable, of the Master Lease by which Sublandlord must notify Master Landlord of Sublandlord’s intention to exercise its termination right, requesting that Sublandlord exercise such termination rightDisruptive Occurrence. If, after receipt of Subtenant’s requestwithin said ninety-day (90) period, Sublandlord exercises its right to terminate the Master Lease pursuant GECC and consistent MAPICS are mutually satisfied with the provisions outcome of Article XII or Article XIII, as applicable, of the Master Leasetheir joint evaluation, this Sublease shall automatically terminate remain in effect and GECC shall cause repair or restoration of the Building, the common areas of the Building or the Subleased Premises, as the case may be, and shall exercise commercially reasonable efforts to ensure completion of said repair or restoration on or before the one hundred eightieth (180th) day after the date the Master Lease so terminates. If, after receipt of Subtenant’s request, Sublandlord does not exercise its right under Article XII or Article XIII, as applicable to terminate the Master Lease, this Sublease shall nevertheless terminate [***] after Sublandlord’s receipt of Subtenant’s request. In addition to and without limitation of the foregoing right Disruptive Occurrence. Conversely, if either GECC or MAPICS are not satisfied for any reason in their sole discretion with the outcome of Subtenant, in the event that more than [***] of the Subleased Premises is materially damaged, destroyed or rendered inaccessible by fire or other casualty so as to render such affected area untenantabletheir joint evaluation, then Subtenant GECC or MAPICS may elect, as its sole and exclusive remedy, to terminate this Sublease by notice to Sublandlord sent not later than [***] following receipt by Subtenant the other party on or before the ninetieth (90th) day after the date of the Master Xxxxxxxx’s Disruptive Occurrence. In the absence of delivery of a termination notice as described in the immediately preceding sentence, it shall be deemed that GECC and MAPICS have agreed not to terminate this Sublease because of a Disruptive Occurrence, in which case, GECC shall cause repair or restoration statement.to proceed as hereinabove described. In the event of any Disruptive Occurrence, notwithstanding anything to the contrary in the Intermediate Lease, Rent shall be adjusted or abated entirely, depending on the degree to which the Subleased Premises are