Common use of Damage; Condemnation Clause in Contracts

Damage; Condemnation. As between Seller and Purchaser, all risk of loss with respect to the Properties shall remain with Seller until the respective Closing Date, when full risk of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the value of the Eminent Domain (collectively, “repair and/or replacement”) with respect to either Property is One Million Dollars ($1,000,000.00) or less, in the opinion of Purchaser’s and Seller’s respective engineering consultants, Purchaser shall close on the subject Property and take the Property as diminished by such events with an assignment by Seller of any casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (ii) If the aggregate cost of repair and/or replacement to a Property is greater than One Million Dollars ($1,000,000.00), in the opinion of Purchaser’s and Seller’s respective engineering consultants, then Purchaser, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agent, in which event the Exxxxxx Money shall be returned to Purchaser and neither party shall have any further liability to the other hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (iii) If a dispute arises between Seller and Purchaser with respect to the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such dispute. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under this Section 4.3(v) shall survive the respective Closing.

Damage; Condemnation. As between Seller and Purchaser(i) If, all risk of loss with respect prior to the Properties shall remain with Seller until the respective Closing DateClosing, when full risk any Acquired Real Property is damaged by fire, vandalism, acts of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either PropertyGod, describing such damage, whether or other casualty or cause (and such damage is covered not repaired by the Closing), Buyer shall have the option of (x) accepting such property as it is together with the insurance proceeds, if any, and the estimated cost right to receive the same, in which case no adjustment shall be made in respect of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the decreased value of such Asset pursuant to Section 1.4(b), or (y) excluding such Acquired Real Property from the Eminent Domain (collectively, “repair and/or replacement”) with respect Acquired Assets and receiving a credit against the Initial Purchase Price equal to either Property is One Million Dollars ($1,000,000.00) or lessthe fair market value thereof, in which case no adjustment shall be made in respect of the opinion decreased value of Purchaser’s such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Seller’s respective engineering consultantsagreements with the insurance company, Purchaser shall close on the subject Property and take the Property as diminished by to assign (pursuant to a writing in form satisfactory to Buyer,) to Buyer at Closing its rights to such events with an assignment by Seller of any casualty insurance proceeds (and pay over to Buyer any such proceeds already received), and Parent will not settle any insurance claims or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds)legal actions relating thereto without Buyer's prior written consent. (ii) If If, prior to the aggregate cost Closing, all or any portion of repair and/or replacement to a any Acquired Real Property is greater than One Million Dollars taken by eminent domain, Buyer shall have the option of ($1,000,000.00)x) proceeding with the Closing and accepting the property as affected by such taking, in the opinion of Purchaser’s together with all compensation and Seller’s respective engineering consultantsdamages awarded, then Purchaserif any, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agentright to receive the same, in which event the Exxxxxx Money case, no adjustment shall be returned made in respect of the decreased value of such Asset pursuant to Purchaser Section 1.4(b), or (y) excluding such Acquired Real Property from the Acquired Assets and neither party shall have any further liability receiving credit against the Initial Purchase Price equal to the other hereunderfair market value thereof, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser in which case no adjustment shall be made in respect of the full amount decreased value of such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to assign to Buyer at Closing its rights to such compensation and damages (and pay over to Buyer any deductible such compensation and damages already received), and will not paid directly by Seller and the amount of settle any repair and/or replacement not covered by proceedings relating to such proceeds)taking without Buyer's prior written consent. (iii) If a dispute arises between Seller and Purchaser with respect Parent shall promptly notify AlliedSignal of any material casualty or any actual or threatened condemnation affecting all or any portion of any Acquired Real Property. Any such notice relating to casualty shall be accompanied by Parent's selection of an architect or engineer to determine the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such disputereplacement. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under Nothing in this Section 4.3(v1.2(d) shall survive limits the respective Closing.condition to Closing set forth in Section 5.1(a). 1.3

Damage; Condemnation. As between Seller and Purchaser(i) If, all risk of loss with respect prior to the Properties shall remain with Seller until the respective Closing DateClosing, when full risk any Acquired Real Property is damaged by fire, vandalism, acts of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either PropertyGod, describing such damage, whether or other casualty or cause (and such damage is covered not repaired by the Closing), Buyer shall have the option of (x) accepting such property as it is together with the insurance proceeds, if any, and the estimated cost right to receive the same, in which case no adjustment shall be made in respect of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the decreased value of such Asset pursuant to Section 1.4(b), or (y) excluding such Acquired Real Property from the Eminent Domain (collectively, “repair and/or replacement”) with respect Purchased Assets and receiving a credit against the Initial Purchase Price equal to either Property is One Million Dollars ($1,000,000.00) or lessthe fair market value thereof, in which case no adjustment shall be made in respect of the opinion decreased value of Purchaser’s such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Seller’s respective engineering consultantsagreements with the insurance company, Purchaser shall close on the subject Property and take the Property as diminished by to assign (pursuant to a writing in form satisfactory to Buyer,) to Buyer at Closing its rights to such events with an assignment by Seller of any casualty insurance proceeds (and pay over to Buyer any such proceeds already received), and Parent will not settle any insurance claims or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds)legal actions relating thereto without Buyer's prior written consent. (ii) If If, prior to the aggregate cost Closing, all or any portion of repair and/or replacement to a any Acquired Real Property is greater than One Million Dollars taken by eminent domain, Buyer shall have the option of ($1,000,000.00)x) proceeding with the Closing and accepting the property as affected by such taking, in the opinion of Purchaser’s together with all compensation and Seller’s respective engineering consultantsdamages awarded, then Purchaserif any, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agentright to receive the same, in which event the Exxxxxx Money case, no adjustment shall be returned made in respect of the decreased value of such Asset pursuant to Purchaser Section 1.4(b), or (y) excluding such Acquired Real Property from the Purchased Assets and neither party shall have any further liability receiving credit against the Initial Purchase Price equal to the other hereunderfair market value thereof, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser in which case no adjustment shall be made in respect of the full amount decreased value of such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to assign to Buyer at Closing its rights to such compensation and damages (and pay over to Buyer any deductible such compensation and damages already received), and will not paid directly by Seller and the amount of settle any repair and/or replacement not covered by proceedings relating to such proceeds)taking without Buyer's prior written consent. (iii) If a dispute arises between Seller and Purchaser with respect Parent shall promptly notify AlliedSignal of any material casualty or any actual or threatened condemnation affecting all or any portion of any Acquired Real Property. Any such notice relating to casualty shall be accompanied by Parent's selection of an architect or engineer to determine the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such disputereplacement. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under Nothing in this Section 4.3(v1.2(d) shall survive limits the respective Closing.condition to Closing set forth in Section 5.1(a). 1.3

Damage; Condemnation. As between Seller and Purchaser19.1 If, all risk of loss with respect prior to the Properties shall remain with Seller until Close of Escrow, a Material Uninsured Damage or a Material Taking occurs, Buyer may, within two (2) days after the respective Closing Dateoccurrence thereof, when full risk of loss with respect as Buyer's sole and exclusive remedy, elect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the value of the Eminent Domain (collectively, “repair and/or replacement”) with respect to either Property is One Million Dollars ($1,000,000.00) or less, in the opinion of Purchaser’s and Seller’s respective engineering consultants, Purchaser shall close on the subject Property and take the Property as diminished by such events with an assignment by Seller of any casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (ii) If the aggregate cost of repair and/or replacement to a Property is greater than One Million Dollars ($1,000,000.00), in the opinion of Purchaser’s and Seller’s respective engineering consultants, then Purchaser, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow AgentAgreement, in which event this Agreement and the Exxxxxx Money Escrow shall be returned to Purchaser and terminate, neither party Party shall have any further liability rights, obligations or liabilities to the other hereunder. If Buyer does not timely elect to terminate this Agreement due to the occurrence of a Material Uninsured Damage or a Material Taking, then Buyer shall be deemed to have waived such termination right, the Close of Escrow shall occur as provided and scheduled herein, there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer (which assignment shall be without any recourse to Seller) and Buyer shall be entitled to receive the compensation, awards and proceeds, if any, minus Seller's costs associated therewith, including without limitation, any deductibles and attorneys' fees resulting from such Material Uninsured Damage or Material Taking. 19.2 If, prior to the Close of Escrow, the Property is damaged or destroyed by a casualty or other causes (except for those liabilities that expressly survive a termination of this Agreement; Material Uninsured Damage), or (b) proceed to close and take the Property is taken, condemned by any eminent domain proceeding (except for a Material Taking), then Buyer shall have no right to terminate this Agreement therefor, the Close of Escrow shall occur as diminished provided and scheduled herein, there shall be no reduction in the Purchase Price, Seller shall assign to Buyer (which assignment shall be without any recourse to Seller) and Buyer shall be entitled to receive the compensation, awards and insurance proceeds, if any associated therewith including, without limitation, any deductible and attorneys' fees, minus Seller's costs resulting from such casualty, taking or condemnation, and Buyer shall pay any deductibles to the extent not paid by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds . 19.3 Buyer and Seller each expressly waive the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser of the full amount provisions of any deductible not paid directly by Seller and the amount statute or case law concerning risk of any repair and/or replacement not covered by such proceeds). (iii) If a dispute arises between Seller and Purchaser with respect to the cost of repair and/or replacement for the matters set forth in this Sectionloss, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such dispute. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under condemnation during escrow (including, but not limited to, California Civil Code 1662, 1932 and 1933) and agree that the provisions of this Section 4.3(v) shall survive supersede the respective Closingprovisions of such cases or statutes.

Damage; Condemnation. As between Seller and Purchaser(i) If, all risk of loss with respect prior to the Properties shall remain with Seller until the respective Closing DateClosing, when full risk any Acquired Real Property is damaged by fire, vandalism, acts of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either PropertyGod, describing such damage, whether or other casualty or cause (and such damage is covered not repaired by the Closing), Buyer shall have the option of (x) accepting such property as it is 11 5 together with the insurance proceeds, if any, and the estimated cost right to receive the same, in which case no adjustment shall be made in respect of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the decreased value of such Asset pursuant to Section 1.4(b), or (y) excluding such Acquired Real Property from the Eminent Domain (collectively, “repair and/or replacement”) with respect Acquired Assets and receiving a credit against the Initial Purchase Price equal to either Property is One Million Dollars ($1,000,000.00) or lessthe fair market value thereof, in which case no adjustment shall be made in respect of the opinion decreased value of Purchaser’s such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Seller’s respective engineering consultantsagreements with the insurance company, Purchaser shall close on the subject Property and take the Property as diminished by to assign (pursuant to a writing in form satisfactory to Buyer,) to Buyer at Closing its rights to such events with an assignment by Seller of any casualty insurance proceeds (and pay over to Buyer any such proceeds already received), and Parent will not settle any insurance claims or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds)legal actions relating thereto without Buyer's prior written consent. (ii) If If, prior to the aggregate cost Closing, all or any portion of repair and/or replacement to a any Acquired Real Property is greater than One Million Dollars taken by eminent domain, Buyer shall have the option of ($1,000,000.00)x) proceeding with the Closing and accepting the property as affected by such taking, in the opinion of Purchaser’s together with all compensation and Seller’s respective engineering consultantsdamages awarded, then Purchaserif any, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agentright to receive the same, in which event the Exxxxxx Money case, no adjustment shall be returned made in respect of the decreased value of such Asset pursuant to Purchaser Section 1.4(b), or (y) excluding such Acquired Real Property from the Acquired Assets and neither party shall have any further liability receiving credit against the Initial Purchase Price equal to the other hereunderfair market value thereof, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser in which case no adjustment shall be made in respect of the full amount decreased value of such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to assign to Buyer at Closing its rights to such compensation and damages (and pay over to Buyer any deductible such compensation and damages already received), and will not paid directly by Seller and the amount of settle any repair and/or replacement not covered by proceedings relating to such proceeds)taking without Buyer's prior written consent. (iii) If a dispute arises between Seller and Purchaser with respect Parent shall promptly notify AlliedSignal of any material casualty or any actual or threatened condemnation affecting all or any portion of any Acquired Real Property. Any such notice relating to casualty shall be accompanied by Parent's selection of an architect or engineer to determine the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such disputereplacement. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under Nothing in this Section 4.3(v1.2(d) shall survive limits the respective Closingcondition to Closing set forth in Section 5.1(a).

Damage; Condemnation. As between If before Close of Escrow, the Property or any portion thereof is destroyed or damaged, the Seller and Purchaser, shall apply all risk proceeds of loss with respect any insurance policy applicable to the Properties shall remain with Seller until the respective Closing Date, when full risk of loss with respect to the respective Property shall pass restoration of the Property. If, before Close of Escrow, the Property, or any part thereof, or interest therein, becomes subject to Purchaser. a taking by virtue of eminent domain, Seller shall promptly immediately give Purchaser written notice of any damage thereof to either Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property Buyer (“Eminent DomainCondemnation Notice”). (i) If . Buyer shall then have the aggregate cost of repair or replacement or the value of the Eminent Domain (collectively, “repair and/or replacement”) with respect right to either Property is One Million Dollars ($1,000,000.00) or less, in the opinion of Purchaser’s and Seller’s respective engineering consultants, Purchaser shall close on the subject Property and take the Property as diminished by such events with an assignment by Seller of any casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (ii) If the aggregate cost of repair and/or replacement to a Property is greater than One Million Dollars ($1,000,000.00), in the opinion of Purchaser’s and Seller’s respective engineering consultants, then Purchaser, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by giving written notice thereof to Seller and Escrow Holder on or before the date which is thirty (30) days following receipt of the Condemnation Notice by Buyer; provided, however, that if Buyer receives the Condemnation Notice from Seller less than thirty (30) days before the date scheduled for the Close of Escrow, then the date for the Close of Escrow Agent, in which event the Exxxxxx Money shall be returned extended at no expense to Purchaser Buyer to the date which is thirty (30) days after Buyer receives the Condemnation Notice. If Buyer terminates this Agreement pursuant to this Section, then the Deposits other than the Feasibility Consideration shall be immediately repaid to Buyer and neither party Party shall have any further liability rights or obligations to the other hereunderParty, except for those liabilities that expressly survive a termination Buyer shall not be relieved of this Agreement; or (b) proceed its obligation to close and take deliver the Property Third Party Reports as diminished by such eventsprovided in Section 2.8, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller Parties’ indemnification obligations herein shall also survive such termination. If Buyer does not terminate this Agreement pursuant to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (iii) If a dispute arises between Seller and Purchaser with respect to the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser then this Agreement shall within five (5) business days select an independent engineer licensed to practice remain in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such caseeffect, the respective Closing Date Purchase Price shall not be extended for up affected, and, as a condition of and upon Close of Escrow, Seller shall assign to twenty (20) days in order for Purchaser Buyer all rights to receive any condemnation award or damages and Seller shall immediately remit to resolve such dispute. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Buyer, upon Seller’s obligation receipt, any condemnation award or damages paid to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under this Section 4.3(v) shall survive the respective Closing.

Damage; Condemnation. As between Seller and Purchaser(i) If, all risk of loss with respect prior to the Properties shall remain with Seller until the respective Closing DateClosing, when full risk any Acquired Real Property is damaged by fire, vandalism, acts of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either PropertyGod, describing such damage, whether or other casualty or cause (and such damage is covered not repaired by the Closing), Buyer shall have the option of (x) accepting such property as it is together with the insurance proceeds, if any, and the estimated cost right to receive the same, in which case no adjustment shall be made in respect of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the decreased value of such Asset pursuant to Section 1.4(b), or (y) excluding such Acquired Real Property from the Eminent Domain (collectively, “repair and/or replacement”) with respect Purchased Assets and receiving a credit against the Initial Purchase Price equal to either Property is One Million Dollars ($1,000,000.00) or lessthe fair market value thereof, in which case no adjustment shall be made in respect of the opinion decreased value of Purchaser’s such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Seller’s respective engineering consultantsagreements with the insurance company, Purchaser shall close on the subject Property and take the Property as diminished by to assign (pursuant to a writing in form satisfactory to Buyer,) to Buyer at Closing its rights to such events with an assignment by Seller of any casualty insurance proceeds (and pay over to Buyer any such proceeds already received), and Parent will not settle any insurance claims or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds)legal actions relating thereto without Buyer's prior written consent. (ii) If If, prior to the aggregate cost Closing, all or any portion of repair and/or replacement to a any Acquired Real Property is greater than One Million Dollars taken by eminent domain, Buyer shall have the option of ($1,000,000.00)x) proceeding with the Closing and accepting the property as affected by such taking, in the opinion of Purchaser’s together with all compensation and Seller’s respective engineering consultantsdamages awarded, then Purchaserif any, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agentright to receive the same, in which event the Exxxxxx Money case, no adjustment shall be returned made in respect of the decreased value of such Asset pursuant to Purchaser Section 1.4(b), or (y) excluding such Acquired Real Property from the Purchased Assets and neither party shall have any further liability receiving credit against the Initial Purchase Price equal to the other hereunderfair market value thereof, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser in which case no adjustment shall be made in respect of the full amount decreased value of such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to assign to Buyer at Closing its rights to such compensation and damages (and pay over to Buyer any deductible such compensation and damages already received), and will not paid directly by Seller and the amount of settle any repair and/or replacement not covered by proceedings relating to such proceeds)taking without Buyer's prior written consent. (iii) If a dispute arises between Seller and Purchaser with respect Parent shall promptly notify AlliedSignal of any material casualty or any actual or threatened condemnation affecting all or any portion of any Acquired Real Property. Any such notice relating to casualty shall be accompanied by Parent's selection of an architect or engineer to determine the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such disputereplacement. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under Nothing in this Section 4.3(v1.2(d) shall survive limits the respective Closingcondition to Closing set forth in Section 5.1(a).

Damage; Condemnation. As between Seller and Purchaser(i) If, all risk of loss with respect prior to the Properties shall remain with Seller until the respective Closing DateClosing, when full risk any Acquired Real Property is damaged by fire, vandalism, acts of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either PropertyGod, describing such damage, whether or other casualty or cause (and such damage is covered not repaired by the Closing), Buyer shall have the option of (x) accepting such property as it is together with the insurance proceeds, if any, and the estimated cost right to receive the same, in which case no adjustment shall be made in respect of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the decreased value of such Asset pursuant to Section 1.4(b), or (y) excluding such Acquired Real Property from the Eminent Domain (collectively, “repair and/or replacement”) with respect Acquired Assets and receiving a credit against the Initial Purchase Price equal to either Property is One Million Dollars ($1,000,000.00) or lessthe fair market value thereof, in which case no adjustment shall be made in respect of the opinion decreased value of Purchaser’s such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to cooperate with Buyer in any loss adjustment negotiations, legal actions and Seller’s respective engineering consultantsagreements with the insurance company, Purchaser shall close on the subject Property and take the Property as diminished by to assign (pursuant to a writing in form satisfactory to Buyer,) to Buyer at Closing its rights to such events with an assignment by Seller of any casualty insurance proceeds (and pay over to Buyer any such proceeds already received), and Parent will not settle any insurance claims or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds)legal actions relating thereto without Buyer's prior written consent. (ii) If If, prior to the aggregate cost Closing, all or any portion of repair and/or replacement to a any Acquired Real Property is greater than One Million Dollars taken by eminent domain, Buyer shall have the option of ($1,000,000.00)x) proceeding with the Closing and accepting the property as affected by such taking, in the opinion of Purchaser’s together with all compensation and Seller’s respective engineering consultantsdamages awarded, then Purchaserif any, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agentright to receive the same, in which event the Exxxxxx Money case, no adjustment shall be returned made in respect of the decreased value of such Asset pursuant to Purchaser Section 1.4(b), or (y) excluding such Acquired Real Property from the Acquired Assets and neither party shall have any further liability receiving credit against the Initial Purchase Price equal to the other hereunderfair market value thereof, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser in which case no adjustment shall be made in respect of the full amount decreased value of such Asset pursuant to Section 1.4(b) other than such credit against the Initial Purchase Price. If Buyer elects option (x) above, Parent hereby agrees to assign to Buyer at Closing its rights to such compensation and damages (and pay over to Buyer any deductible such compensation and damages already received), and will not paid directly by Seller and the amount of settle any repair and/or replacement not covered by proceedings relating to such proceeds)taking without Buyer's prior written consent. (iii) If a dispute arises between Seller and Purchaser with respect Parent shall promptly notify AlliedSignal of any material casualty or any actual or threatened condemnation affecting all or any portion of any Acquired Real Property. Any such notice relating to casualty shall be accompanied by Parent's selection of an architect or engineer to determine the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such disputereplacement. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under Nothing in this Section 4.3(v1.2(d) shall survive limits the respective Closingcondition to Closing set forth in Section 5.1(a).

Damage; Condemnation. As between Seller Sublandlord shall have no obligation hereunder to restore or rebuild any portion of the Subleased Premises after any destruction or taking by eminent domain. If the Subleased Premises are damaged or destroyed and PurchaserLandlord exercises any option it may have to terminate the Original Master Lease, if any, all risk as more particularly described in the Original Master Lease, Sublandlord shall promptly notify Subtenant of loss with respect such termination and this Sublease shall terminate as of the date of the termination of the Original Master Lease and Subtenant shall have no further obligations accruing thereafter under this Sublease. If the Sublandlord has the option to terminate the Original Master Lease as a result of such damage or destruction and Sublandlord wishes to so terminate the Original Master Lease, Sublandlord may exercise such option, without liability to Subtenant, provided Sublandlord notifies Subtenant of such termination at the same time Sublandlord exercises such termination option. If any portion of the Subleased Premises is condemned by eminent domain, inversely condemned or sold in lieu of condemnation, for any public or a quasi-public use or purpose (“Condemned” or “Condemnation”), and Landlord exercises any option to terminate the Original Master Lease as a result of such condemnation, Sublandlord shall promptly notify Subtenant of such termination and this Sublease shall automatically terminate as of the date of the termination of the Original Master Lease and Subtenant shall have no further obligations accruing thereafter under this Sublease. If the Sublandlord has the option to so terminate the Original Master Lease and Sublandlord wishes to terminate the Original Master Lease, Sublandlord may exercise such option, without liability to Subtenant, provided Sublandlord notifies Subtenant of such termination at the same time Sublandlord exercises such termination option. Notwithstanding anything to the Properties shall remain with Seller until the respective Closing Date, when full risk of loss with respect to the respective Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to either Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to either Property (“Eminent Domain”). (i) If the aggregate cost of repair or replacement or the value of the Eminent Domain (collectively, “repair and/or replacement”) with respect to either Property is One Million Dollars ($1,000,000.00) or lesscontrary herein, in the opinion event Sublandlord receives and abatement or reduction in rent from Landlord relating to the Subleased Premises due to damage, destruction or Condemnation, Subtenant shall receive a corresponding abatement or reduction of Purchaser’s and Seller’s respective engineering consultantsRent hereunder. In the event Sublandlord has the option to terminate the Original Master Lease due to damage, Purchaser Subtenant shall close on have the subject Property and take right to terminate this Sublease within the Property as diminished by such events with an assignment by Seller of any casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser of any applicable deductible amountssame time periods, less any amounts reasonably incurred by Seller to repair such Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (ii) If the aggregate cost of repair and/or replacement to a Property is greater than One Million Dollars ($1,000,000.00), in the opinion of Purchaser’s and Seller’s respective engineering consultants, then Purchaser, at its sole option, may elect either to: (a) terminate this Agreement as to the respective Property by written notice to Seller and the Escrow Agent, in which event the Exxxxxx Money shall be returned to Purchaser and neither party shall have any further liability to the other hereunder, except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to close and take the Property as diminished by such events, together with an assignment of Seller’s casualty insurance proceeds or condemnation proceeds and the payment by Seller to Purchaser or any applicable deductible amounts, less any amounts reasonably incurred by Seller to repair either Property (together with a credit from Seller to Purchaser of the full amount of any deductible not paid directly by Seller and the amount of any repair and/or replacement not covered by such proceeds). (iii) If a dispute arises between Seller and Purchaser with respect to the cost of repair and/or replacement for the matters set forth in this Section, an engineer designated by Seller and an engineer designated by Purchaser shall within five (5) business days select an independent engineer licensed days, allocated to practice in Maryland who shall resolve such dispute within ten (10) business days after being retained by Purchaser. All fees, costs and expenses of such third engineer so selected shall be shared equally by Purchaser and Seller. In such case, Sublandlord under the respective Closing Date shall be extended for up to twenty (20) days in order for Purchaser and Seller to resolve such disputeOriginal Master Lease. (iv) A casualty or condemnation with respect to one Property shall affect neither Purchaser’s and Seller’s obligation to close on the other Property nor Seller’s obligation to execute the Subject Lease with respect to the other Property. (v) If any Seller Owned Property or Seller Retained Property is damaged, destroyed or subject to condemnation, then Seller shall promptly repair or replace such Seller Owned Property or Seller Retained Property with a comparable item of equal quality and quantity as existed as of the time of such damage, destruction or condemnation. Seller’s obligations under this Section 4.3(v) shall survive the respective Closing.