Common use of Damage, Destruction or Condemnation Clause in Contracts

Damage, Destruction or Condemnation. If prior to the Close of Escrow, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited to, any fire, flood, accident or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost or award, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..

Damage, Destruction or Condemnation. If prior to Should the Close of Escrow, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited to, any fire, flood, accident Premises be damaged by fire or other casualty thatcasualty, according or should all or part of the Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the good faith Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of Sellerthe period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s insurance carrier engineer or its adjuster (architect) and if such period of reconstruction is in excess of 90 days from the “Estimate”)date of the casualty, would cost more than Five Hundred Thousand Dollars ($500,000) to repairtaking or condemnation, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer Tenant shall have the right, exercisable right to terminate this Lease by delivering written notice to Seller and Escrow Holder Landlord given within ten thirty (1030) days after BuyerLandlord’s receipt of written notice Notice. Further, if Landlord does not substantially complete the repair and restoration of the determination Premises within 90 days after the date of the amount casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such cost or award90-day period. If the Lease shall be terminated as provided in this Section 9, to either (a) terminate this Agreement, in which case neither Party then all rent and other sums due hereunder from Tenant shall have any further rights or obligations hereunder, except for those that expressly survive be abated during the termination unexpired portion of this AgreementLease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all funds (including, without limitation, the Deposit) rent and documents deposited in Escrow other sums due hereunder from Tenant shall be returned equitably abated in proportion to the Party depositing portion of the samePremises that Tenant is not able to use during such period that the Premises is being repaired, or (b) accept the Property in its then condition and proceed with the Close of Escrow entirety until such damage is fully repaired in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate that Tenant is unable to use any portion of the cost of repair or the condemnation award is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..Premises.

Damage, Destruction or Condemnation. If prior the demised premises or any part thereof shall be damaged or destroyed by fire or other casualty, Landlord, to the Close extent of Escrowavailable insurance proceeds, there occurs any destruction shall promptly repair all such damage and restore the demised premises without expense to Tenant, subject to delays due to adjustment of or insurance claims, strikes and other causes beyond Landlord's control. If such damage or loss to destruction shall render the Property premises untenantable in whole or any portion thereof from any cause whatsoeverin part, including but not limited tothe rent shall be abated wholly or proportionately as the case may be until the damage shall be repaired and the premises restored, any fire, flood, accident unless such damage or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer destruction shall have the rightbeen caused or actively contributed to by Tenant, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost its agents, servants, employees, invitees or award, to either (a) terminate this Agreementlicensees, in which case neither Party the rent shall not be abated to any extent whatsoever, If the 92 damage or destruction shall be so extensive as to require the substantial rebuilding (i.e., expenditure of fifty percent (50%) or more of replacement cost) of the building or buildings on the demised premises, Landlord may elect to terminate this lease by written notice to Tenant given within thirty (30) days after the occurrence of such damage or destruction. If in the judgment of Landlord such damage or destruction cannot be repaired and restored within ninety (90) days from date of destruction, Tenant shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreementlease upon written notice given within thirty (30) days following such date of destruction, providing that, Tenant shall have no right of termination if such damage or destruction has been caused or actively contributed to by Tenant, its agents, servants, employees, invitees or licensees. In the event the Estimate of condemnation, by any governmental authority, of the cost leased premises or such part thereof as shall substantially impair the ability of repair Tenant to conduct its business, this lease and the obligations of the parties hereto shall terminate as of the date of occupancy by such governmental authority. All proceeds and awards of condemnation, whether received or judgment of any court, shall be exclusively paid to and owned by Landlord, who shall have the sole right to negotiate and conclude a settlement of the condemnation award is less than Five Hundred Thousand Dollars or to litigate such award, in its sole discretion, provided, however, that Tenant shall be entitled to make claim in its own name to the condemning authority for the value of loss of business ($500,000)to the extent that it does not reduce Landlord's award) and for the costs of relocating its business and of any moveable furniture, then Buyer shall not have the option to terminate this Agreementitems of personal property, and other items belonging to Tenant that can be removed from the Parties shall proceed to premises without in anyway altering or damaging the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..lease premises.

Damage, Destruction or Condemnation. If prior to the Close of EscrowClosing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including including, but not limited to, any fire, flood, accident or other casualty thatwhich, according to the Seller's good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost cost, with respect to the Property, more than Five Hundred Thousand Dollars ($500,000) the Threshold Amount to repair, or any condemnation proceedings are commenced or overtly threatened in which would involve the award would be Five Hundred Thousand Dollars ($500,000) or moretaking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder Agent within ten (10) days after Buyer’s 's receipt of Seller's written notice of the determination Estimate of the amount of such cost or awardthe scope of any taking, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow Deposit shall be returned to Buyer and the Party depositing the sameother provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Close of Escrow Closing, in accordance with this Agreement, without adjustment to the Purchase Price (except that there which case Buyer shall be credited receive a credit against the Purchase Price an amount equal to the amount of the deductible under Seller’s 's insurance coverage for policies (to the subject event of casualtyextent not satisfied by Seller prior to Closing), in which case and Seller shall assign to Buyer the right its rights to any and all insurance proceeds or condemnation awards recoverable award received as a result of such event. Buyer’s 's failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s 's election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award amount of the taking, with respect to the Property, is less than Five Hundred Thousand Dollars ($500,000)or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the Parties parties shall proceed to the Close of Escrow on the terms described in clause (b) aboveClosing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller's insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller's insurance policy), and Seller shall assign to Buyer the right its rights to any and all insurance proceeds or received as a result of such event and (y) in the event of a condemnation awards recoverable relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received as a result of such event...

Damage, Destruction or Condemnation. If prior all or a substantial part of the Premises or the Building is rendered untenable or inaccessible by damage to the Close of Escrow, there occurs any destruction of or damage or loss to the Property all or any portion part thereof from any cause whatsoever, including but not limited to, any fire, floodthe elements, accident or other casualty that(“Casualty”) then, according unless Landlord elects to terminate this Lease as provided below, Landlord shall, at its expense, use reasonable efforts to repair and restore the Premises and the Building, as the case may be, to substantially their former condition to the good faith estimate extent permitted by then applicable laws; provided, however, that in no event shall Landlord have any obligation: (i) to make repairs or restoration beyond the extent of Sellerinsurance proceeds actually received by Landlord for such repairs or restoration; or (ii) to repair or restore any of Tenant’s insurance carrier personal property, trade fixtures, equipment or alterations made by Tenant. If Landlord is required to repair damage to the Premises or the Building, this Lease shall continue in full force and effect except that: (x) Tenant’s Base Rental from the date of the Casualty through the date of substantial completion of the repair and restoration shall be equitably abated with regard to any portion of the Premises or the Building that Tenant is prevented from using (and actually interferes with Tenant’s use and business) by reason of such damage or its adjuster repair; and (y) the “Estimate”)Term shall be extended by the number of days necessary to substantially complete the repair and restoration. In no event shall Landlord be liable to Tenant by reason of any injury to or interference with Tenant’s business or property arising from a Casualty or by reason of any repairs to any part of the Building or Premises necessitated by such Casualty. Notwithstanding the foregoing, would cost more than Five Hundred Thousand Dollars ($500,000) to repairLandlord may elect, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost or awardTenant, to either terminate this Lease following damage caused by any Casualty under the following circumstances: (a) terminate this Agreementif, in which case neither Party shall have Landlord’s sole judgment, the Premises and the Building cannot be substantially repaired and restored under applicable laws within one hundred twenty (120) days from the date of the Casualty; (b) if, in Landlord’s sole judgment, adequate proceeds are not, for any further rights reason, made available to Landlord from Landlord’s insurance policies to make the required repairs; (c) if fitly percent (50%) or obligations hereunder, except for those that expressly survive more of the termination Premises (excluding the Building) is damaged or destroyed; (d) if seventy percent (70%) or more of this Agreement, and all funds the Building is damaged or destroyed (including, without limitation, by smoke or water damage), regardless of whether the Depositremainder of the Premises are damaged or destroyed; (e) if the cost to repair or restore the Premises would exceed the proceeds from Landlord’s insurance policies or the Casualty is an uninsured casualty; or (f) if the Casualty occurs during the last eighteen (18) months of the Term, unless Tenant has elected to exercise an available Renewal Option. If during the Term, the whole of the Premises is condemned, or is taken by the power of eminent domain, or there shall occur a transfer in lieu thereof (each a “Taking”), the Lease shall terminate as of the date of such Taking and documents deposited in Escrow rent shall be returned apportioned to the Party depositing date of the sameTaking, or (b) accept and Tenant shall surrender the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this AgreementPremises accordingly. In the event of a partial Taking, the Estimate Lease at Landlord’s sole option may, upon written notice to Tenant, terminate and rent shall be apportioned to the date of the cost Taking and Tenant shall surrender the Premises accordingly. In the event of a partial Taking of the Premises in which Landlord does not terminate the Lease as provided above, Landlord shall make such repairs and restorations to the Premises as necessitated from such Taking so as to render the Premises useable by Tenant for its intended purpose, provided, however, Landlord shall not be required to expend any sums in addition to compensation received from the Taking authority to so restore or repair the Premises. During the period of such restoration or repair, if Tenant shall be prevented from utilizing the condemnation award is less than Five Hundred Thousand Dollars ($500,000)Premises to conduct its business operations, then Buyer Base Rental shall not have equitably xxxxx during the option to terminate this Agreementperiod of such repairs or restoration, and the Parties there shall proceed correspondingly be added to the Close Term the number of Escrow on days necessary to substantially complete the terms described repairs or restoration. All compensation in clause (b) above, in which case Seller any Taking shall assign be the sole property of Landlord. Damage to Buyer the right to any and all insurance proceeds Premises resulting from the negligence of Tenant or condemnation awards recoverable as a result its employees or invitees shall be repaired at the expense of such event..Tenant.

Damage, Destruction or Condemnation. If, after the Effective Date and before the Closing, all or any part of the Property is destroyed or damaged (a “Casualty”), or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof in writing (a “Seller’s Notice”). If the damage or taking is material (as defined below), Purchaser may elect to terminate this Agreement by delivering a written notice thereof to Seller at any time prior to the Close date that is ten (10) business days after Purchaser’s receipt of Escrowa Seller’s Notice, there occurs any destruction time being of or the essence and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. If the damage or loss taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to proceed with Closing or Seller does not receive written notice from Purchaser of Purchaser’s termination of this Agreement at any time on or prior to the date that is ten (10) business days after Seller’s delivery of a Seller’s Notice, then the parties shall proceed with the Closing without any reduction in the Purchase Price (except only for a credit in the amount of the deductible (if any) applicable to the claim for such damage or destruction); provided, however, that in such event, Purchaser shall be entitled to all insurance proceeds to which Seller may actually collect, less Seller’s costs of collection and any costs actually incurred by Seller for demolition, site cleaning, restoration or other repairs to the extent the foregoing are performed in a good and workmanlike manner (collectively, “Seller’s Costs”) or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), less Seller’s Costs, if applicable, and, to the extent the same are applicable, Seller shall either (a) assign to Purchaser at Closing Seller’s rights to any such condemnation or eminent domain awards and pay to Purchaser at Closing any such awards already received (not exceeding the amount of the Purchase Price), less Seller’s Costs, as applicable, or (b) assign to Purchaser at Closing all of Seller’s rights to the insurance proceeds associated with the damage or destruction at issue and, as applicable, pay to Purchaser at Closing any such proceeds already received not to exceed the amount of the Purchase Price, and less any costs, fees and expenses reasonably expended by Seller prior to Closing towards the repair of the damage or destruction at issue; and/or file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially the same manner that Seller would have done so for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof, less Seller’s Costs. In any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or participate in any suit, proceeding or action against any of its insurers, nor shall Seller be required to provide Purchaser access to, or a copy of, any portion of its casualty or other insurance policies except only as reasonably necessary in connection with a claim under such policy. For the purposes of this Section 7, damage or other casualty shall be considered to be “material” if the estimated cost to repair or restore the Property exceeds $500,000. A condemnation or other taking, shall be considered “material” if (i) the estimated cost to repair or restore the Improvements to the condition in which they existed immediately prior to such taking exceeds $500,000; (ii) the taking (after accounting for repairs and restoration to be completed by Purchaser with the awards paid to Purchaser) will have a material, adverse effect on the value, marketability, ownership and/or operation of the Property (in the manner owned and operated immediately prior to the taking); (iii) it prohibits, as a matter of applicable law, the rebuilding or repair of the number of parking spaces or Improvements substantially as they currently exist; or (iv) it materially alters or limits access to the Property from a publicly-dedicated street. If Purchaser timely elects to terminate this Agreement under this Section 7, then upon the exercise of such option by Purchaser, this Agreement shall become null and void, the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be immediately returned to Purchaser, and neither party shall have any further liability or obligations hereunder, except for the Surviving Obligations. Seller and Purchaser hereby agree that the Uniform Vendor and Purchaser Risk Act, Section 5.007 of the Texas Property Code, shall not be applicable to this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained above in this Section 7, in the event that a Casualty shall occur with respect to the Property, and all or a portion of the losses resulting therefrom (but not including any deductibles) are not covered by the property or casualty insurance maintained by Seller with respect to the Property or any portion thereof from any cause whatsoeverif Seller is unable to assign its claim to such insured casualty, including but not limited tothen, any fire, flood, accident or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt Seller gains knowledge of written notice of such Casualty, Seller shall notify Purchaser that: (i) Seller shall provide Purchaser with a credit against the determination of Purchase Price in the amount of the reasonable estimated costs for the repair or restoration of the affected Property by such cost Casualty, (ii) that Seller has elected to terminate this Agreement by reason of the occurrence of such Casualty, or award(iii) that Seller has elected to provide Buyer the right to terminate this Agreement by reason of the occurrence of such Casualty, regardless of materiality. In the event that Seller fails to provide any such notice within such ten (10) day period, Seller shall be deemed to have elected to proceed in accordance with clause (iii) of the preceding sentence. In the event that Seller proceeds in accordance with clause (i) above, then the parties shall proceed to Closing (subject to the terms of this Agreement), and Seller shall provide Purchaser with the applicable credit against the Purchase Price. In the event that Seller elects to proceed in accordance with clause (ii) above, then the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. In the event that Seller elects to proceed in accordance with clause (iii) above, then Purchaser shall have the right, within ten (10) days after the date on which Seller notifies Purchaser of such election, to either (ax) terminate this AgreementAgreement by written notice to Seller, in which case neither Party the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have any no further rights or obligations hereunder, except for those that expressly survive the termination of under this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned to the Party depositing the sameexcept those which expressly survive such termination, or (by) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, to Closing without adjustment to any credit against or deduction from the Purchase Price (except that there shall be credited against the Purchase Price an amount equal Price. If Purchaser fails to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to provide any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..ten

Damage, Destruction or Condemnation. If prior to the Close Leased Premises or the property in which a portion of Escrow, there occurs any destruction of the Leased Premises is located is damaged or damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited to, any fire, flood, accident destroyed by fire or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repaircasualty, or any condemnation proceedings are commenced condemned or threatened taken by eminent domain, to an extent that Lessee determines, in which Lessee’s reasonable discretion, that such portion of the award would be Five Hundred Thousand Dollars ($500,000) or moreLeased Premises is no longer useable for the purposes set forth herein, then Buyer Lessee shall have the right, exercisable by delivering within thirty (30) days after the date of such casualty or damage, or within thirty (30) days of receipt of notice of such pending condemnation or taking, to deliver written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice Lessor terminating this Lease as to such portion of the determination Leased Premises, with such termination effective as of the amount date of such cost casualty, damage, or awardtaking. If, following any casualty, damage, or taking, this Lease is not terminated as set forth in the previous sentence, Lessor shall, at Lessor’s expense, promptly and in a good and workmanlike manner, restore such portion of the Leased Premises and the property in which it is located to either (a) terminate this Agreementits condition prior to such casualty, damage, or taking. If, during repair and restoration of damaged portions of the properties or Leased Premises, all or any portion of the Leased Premises is deemed unusable by Lessee, in which case neither Party shall have any further rights or obligations hereunderLessee’s reasonable discretion, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow then Base Rent shall be returned abated with respect to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate portion of the cost Leased Premises until such time as such portion of repair or the condemnation award Leased Premises is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..again usable for Lessee’s intended use.

Damage, Destruction or Condemnation. If prior to the Close 1301. Before Closing, all risk of Escrow, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited to, any fire, flood, accident by fire or other casualty thatshall be upon GTP. If, according before Closing, there occurs damage to or destruction of any of the good faith estimate buildings located on the Property, that would cost in excess of FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS to repair, Seller shall promptly file a claim under its applicable insurance policies for such casualty (including loss of rents insurance), and Buyer shall have the option (a) to proceed with Closing and to receive at Closing an assignment of Seller’s insurance carrier proceeds with respect to said damage, except for the insurance proceeds attributable to the loss of rents before Closing and any costs incurred by Seller to protect or repair the Property, and Buyer shall receive a credit at Closing in the amount of Seller’s deductible under its adjuster insurance policy, or (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000b) to repairterminate this Agreement. If Buyer elects to terminate this Agreement, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer shall have the right, exercisable by delivering send a written termination notice to Seller and to Escrow Holder Agent within ten (10) days Business Days after Buyer’s Buyer receives notice of such damage or destruction. If necessary, Closing Date shall be extended to allow Buyer at least ten (10) Business Days within which to make said election. If Buyer does not send such notice within such time, Buyer shall be conclusively deemed to have elected to proceed with Closing, subject to receipt of written notice of the determination of the amount insurance proceeds and credit described above, and shall not have any further right to terminate this Agreement because of such cost damage or awarddestruction. If Buyer properly terminates this Agreement pursuant to this Section, the Exxxxxx Money shall be returned to either (a) terminate this AgreementBuyer, in which case and neither Party party shall have any further rights duties, obligations or obligations hereunder, liabilities to the other under this Agreement except for those the Continuing Obligations. If, before Closing, there occurs damage to or destruction of any of the buildings located at any of the Property that expressly survive the termination of this Agreementwould cost FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS or less to repair, and all funds then, in such event, Seller agrees (including, without limitation, the Depositx) and documents deposited in Escrow shall be returned to the Party depositing the samerepair such damage prior to Closing, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreementat Seller’s option, without adjustment to the Purchase Price (except that there shall be credited allow Buyer a credit against the Purchase Price in an amount equal to the deductible under Seller’s insurance coverage for estimated cost of repair plus the subject event of casualty), in which case Seller shall assign to estimated rents that Buyer the right to any and all insurance proceeds or condemnation awards recoverable will lose as a result of such event. Buyer’s failure to deliver such notice within the time period specified said damage, (y) this Agreement shall remain in full force and effect, and (z) Buyer shall be deemed obligated to constitute Buyer’s election to not terminate this Agreement. In proceed with the event the Estimate purchase of the cost of repair or Property at the condemnation award is Purchase Price (less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option any credit pursuant to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (bx) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..).

Damage, Destruction or Condemnation. If prior to the Close If, before legal title or possession of Escrow, there occurs any destruction of or damage or loss to the Property or has been transferred to Buyer, any portion thereof from any cause whatsoeverof the Property is damaged or destroyed, including but not limited to, any fire, flood, accident Seller shall promptly notify Buyer in writing. If the portion of the Property so damaged or other casualty that, according to the good faith estimate destroyed without fault of Seller’s insurance carrier or its adjuster (the “Estimate”), would Buyer will cost more than Five Hundred Thousand and No/100 Dollars ($500,000500,000.00) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or morerestore as estimated by a licensed general contractor reasonably satisfactory to Buyer and Seller, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost or award, option to either (ai) terminate this Agreement, in which case neither Party event the rights and obligations of the Parties hereunder shall have any further rights or obligations hereunder, terminate except for those that as otherwise expressly survive the termination of set forth in this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow Buyer shall be returned entitled to a return of the Party depositing the sameXxxxxxx Money Deposit, or (bii) accept the Property in its then condition and proceed with the Close purchase of Escrow in accordance with this Agreement, the Property without any adjustment to the Purchase Price Price, in which latter case (except that there A) Seller shall assign to Buyer any amounts due from, or pay to Buyer any amounts received from, Seller’s casualty insurance company as a result of the damage or destruction (excepting therefrom any amounts payable for lost rental or other income or items applicable to any period prior to the Closing), less the amount of all costs reasonably incurred by Seller in connection with the repair of such damage or destruction or collection costs of Seller respecting any uncollected insurance proceeds which Seller may be credited against entitled to receive from such damage or destruction; and (B) Seller shall credit Buyer with the Purchase Price lesser of (x) an amount equal to the deductible payable by Seller under Seller’s the applicable casualty insurance coverage for policy; or (y) an amount equal to the subject event estimated cost of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result repair of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreementdamage. In the event such damage will cost less than Five Hundred Thousand and No/100 Dollars ($500,000.00) to restore, then the Estimate transaction shall proceed in accordance with clause (ii) above. Seller represents and warrants to Buyer that Seller shall maintain its currently existing casualty insurance coverage on the Property until the Closing Date. In the event of any damage to the Property which is governed by this Section that occurs prior to the Closing, if necessary, the Scheduled Closing Date may be extended for a period of up to five (5) business days plus the period of time reasonably required for Seller to obtain the required estimate of the cost of repair or the condemnation award is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..damage.

Damage, Destruction or Condemnation. If prior the demised premises or any part thereof shall be damaged or destroyed by fire or other casualty, Landlord, to the Close extent of Escrowavailable insurance proceeds, there occurs any destruction shall promptly repair all such damage and restore the demised premises without expense to Tenant, subject to delays due to adjustment of or insurance claims, strikes and other causes beyond Landlord's control. If such damage or loss to destruction shall render the Property premises untenantable in whole or any portion thereof from any cause whatsoeverin part, including but not limited tothe rent shall be abated wholly or proportionately as the case may be until the damage shall be repaired and the premises restored, any fire, flood, accident unless such damage or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer destruction shall have the rightbeen caused or actively contributed to by Tenant, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost its agents, servants, employees, invitees or award, to either (a) terminate this Agreementlicensees, in which case neither Party the rent shall not be abated to any extent whatsoever. If the damage or destruction shall be so extensive as to require the substantial rebuilding (i.e., expenditure of fifty percent (50%) or more of replacement cost) of the building or buildings on the demised premises, Landlord may elect to terminate this lease by written notice to Tenant given within thirty (30) days after the occurrence of such damage or destruction. If in the judgment of Landlord such damage or destruction cannot be repaired and restored within ninety (90) days from date of destruction, Tenant shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreementlease upon written notice given within thirty (30) days following such date of destruction, providing that, Tenant shall have no right of termination if such damage or destruction has been caused or actively contributed to by Tenant, its agents, servants, employees, invitees or licensees. In the event the Estimate of condemnation, by any governmental authority, of the cost leased premises or such part thereof as shall substantially impair the ability of repair Tenant to conduct its business, this lease and the obligations of the parties hereto shall terminate as of the date of occupancy by such governmental authority. All proceeds and awards of condemnation, whether received or judgment of any court, shall be exclusively paid to and owned by Landlord, who shall have the sole right to negotiate and conclude a settlement of the condemnation award is less than Five Hundred Thousand Dollars or to litigate such award, in its sole discretion, provided, however, that Tenant shall be entitled to make claim in its own name to the condemning authority for the value of loss of business ($500,000)to the extent that it does not reduce Landlord's award) and for the costs of relocating its business and of any moveable furniture, then Buyer shall not have the option to terminate this Agreementitems of personal property, and other items belonging to Tenant that can be removed from the Parties shall proceed to premises without in anyway altering or damaging the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..lease premises.

Damage, Destruction or Condemnation. If prior In the event of damage, destruction, or condemnation of the Project, or any part thereof, the net proceeds of any insurance or condemnation awards with respect to the Close of EscrowProject and, there occurs any destruction of or damage or loss to the Property or extent necessary, the proceeds of any portion thereof from any cause whatsoeveradditional Certificates of Participation which are issued pursuant to an agreement of the parties hereto, including but not limited to, any fire, flood, accident or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) shall be used and applied to repair, restore, rebuild, or replace the Project. In case of any damage to or destruction of the Project or any condemnation proceedings are commenced part thereof, Lessee will promptly give or threatened in which the award would cause to be Five Hundred Thousand Dollars ($500,000) or more, then Buyer shall have the right, exercisable by delivering given written notice thereof to Seller Lessor generally describing the nature and Escrow Holder within ten (10) days after Buyer’s receipt extent of written notice such damage or destruction. There shall be no abatement or diminution of Base Rent and Lessee shall, whether or not the net proceeds of insurance, if any, received on account of such damage or destruction shall be sufficient for such purpose, promptly commence and complete, or cause to be commenced and completed, the repair or restoration of the determination Project as nearly as practicable to the value and condition thereof existing immediately prior to such damage or destruction, with such changes or alterations, however, as Lessee may deem necessary for proper operation of the amount Project. The net proceeds of any insurance, self insurance program payments or condemnation available (the "Net Proceeds") shall be held by Trustee. If an Event of Nonappropriation or Event of Default has not occurred Net Proceeds shall applied to the costs of such cost repair or award, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunderrestoration of the Project as such costs are incurred by Lessee, except for those that expressly survive the termination Net Proceeds of this Agreement, and all funds any lost income or lost rental insurance policies (including, without limitation, the Depositor such components of insurance policies) and documents deposited in Escrow shall be returned applied to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close payment of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this AgreementBase Rent. In the event the Estimate of total destruction or condemnation of the cost Project, so long as an Event of repair Nonappropriation or Event of Default has not occurred, Lessor and Lessee shall apply Net Proceeds and any other moneys available for the condemnation award is less than Five Hundred Thousand Dollars ($500,000)purpose, then Buyer shall not have to the acquisition and installation of replacement facilities to constitute the Project, unless Lessee exercises its option to terminate this Agreementpurchase the Project pursuant to Article 15. If an Event of Nonappropriation or an Event of Default has occurred before the receipt of Net Proceeds, the Trustee, acting on behalf of the Lessor, may use such proceeds to improve the Project or to make a disbursement as provided in Articles IV and VII of the Parties shall proceed to Indenture, as the Close Trustee may deem appropriate in the best interests of Escrow on the terms described Owners (as defined in clause (bthe Indenture) above, in which case Seller shall assign to Buyer of the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..Certificates.

Damage, Destruction or Condemnation. If prior to between the Close date of Escrowthis Agreement and the Closing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including including, but not limited to, any fire, flood, accident or other casualty thatwhich, according to the Seller’s good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost cost, with respect to the Property, more than Five Hundred Thousand Dollars ($500,000) the Threshold Amount to repair, or any condemnation proceedings are commenced or overtly threatened in which would involve the award would be Five Hundred Thousand Dollars ($500,000) or moretaking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder Agent within ten (10) days after Buyer’s receipt of Seller’s written notice of the determination Estimate of the amount of such cost or awardthe scope of any taking, to either (a) terminate this Agreement, in which case neither Party the Deposit shall have any further rights or obligations hereunder, except for those that expressly survive be delivered to the termination Buyer and the provisions of Paragraph 9(c) of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow Agreement shall be returned to the Party depositing the samegovern, or (b) accept the Property in its then condition and proceed with the Close of Escrow Closing, in accordance with this Agreement, without adjustment to the Purchase Price (except that there which case Buyer shall be credited receive a credit against the Purchase Price an amount equal to the amount of the deductible under Seller’s insurance coverage for policies (to the subject event of casualtyextent not satisfied by Seller prior to Closing), in which case and Buyer shall also receive a credit against the Buyer Price equal to the amount of such damage that is not covered by insurance, and Seller shall assign to Buyer the right its rights to any and all insurance proceeds or condemnation awards recoverable award received (to the extent not already spent in connection therewith) or to be received as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award amount of the taking, with respect to the Property, is less than Five Hundred Thousand Dollars ($500,000)or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the Parties parties shall proceed to the Close of Escrow on the terms described in clause (b) aboveClosing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller’s insurance policy), and Buyer shall also receive a credit against the Buyer Price equal to the amount of such damage that is not covered by insurance, and Seller shall assign to Buyer the right its rights to any and all insurance proceeds received (to the extent not already spent in connection therewith) or to be received as a result of such event and (y) in the event of a condemnation awards recoverable relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received (to the extent not already spent in connection therewith) or to be received as a result of such event...

Damage, Destruction or Condemnation. If prior to In the Close event of Escrow, there occurs any destruction Damage of or damage Appropriation which would permit Landlord to terminate the Prime Lease, (a) if Prime Landlord elects to so terminate the Prime Lease, then, upon such termination of the Prime Lease, this Sublease automatically shall be terminated as of such date of termination provided that if Landlord has the option to terminate the Prime Lease as to part, but not all, of the Subleased Premises, Landlord will not, provided that this Sublease is not then subject to an Event of Default by Tenant, elect to terminate or loss consent to termination of the Property or Prime Lease as to any portion thereof from any cause whatsoeverof the Subleased Premises without the prior written consent of Tenant, including but not limited to, any fire, flood, accident or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster and (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000b) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer Tenant shall have the rightright to terminate this Sublease on the same basis with respect to this Sublease and the Sublease Premises as to which Landlord has the right to terminate the Prime Lease. Further, exercisable by delivering written notice Tenant shall be entitled with respect to Seller this Sublease and Escrow Holder within ten (10) days after Buyer’s receipt of written notice the Subleased Premises to the same rights provided Landlord pursuant to Sections 20.4, 20.5, 20.7, 21.4, 21.5 and 21.6 of the determination of the amount of such cost or awardPrime Lease, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, including without limitation, the Deposit) Rent payable hereunder will xxxxx on the same basis provided under the Prime Lease. If this Sublease is not so terminated, the provisions of the Prime Lease with regard to repair and documents deposited in Escrow restoration of the Subleased Premises shall control. With respect to any Appropriation, Tenant shall be returned entitled to any award made to Tenant for relocation expenses or taking of personal property or Trade Fixtures belonging to Tenant, as well as any award described in Section 21.6 with respect to the Party depositing the sameSubleased Premises or any portion thereof, or (b) accept the Property in but Tenant shall make no claim related to its then condition and proceed with the Close loss of Escrow in accordance with leasehold interest under this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event..Sublease.

Damage, Destruction or Condemnation. If prior to the Close of Escrow, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited to, any fire, flood, accident or other casualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost or award, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event of a condemnation action or casualty damaging the Estimate of Property before the cost of repair or Closing Date which constitutes substantial damage to the condemnation award is less than Five Hundred Thousand Dollars ($500,000)Property, then Buyer Purchaser shall not have the option to terminate this Agreement by giving Seller written notice of termination within 10 days after Purchaser is notified of the condemnation action or casualty. As used herein, "substantial damage" shall mean damage resulting in costs in excess of $500,000 to restore or repair as determined by a licensed general contractor acceptable to Seller. If written notice of termination, signed by Purchaser, is given to Seller within the 10 day period, this Agreement shall terminate, the Purchaser and Seller shall be relieved of any further obligations and responsibilities under this Agreement; and the Earnest Money and all interest accrued thereon shall be returned to Xxxxxxser. If written notice of termination, signed by Purchaser, is not received by the Seller within the 10 day period, (1) in the event of a condemnation action, Seller shall transfer the Property, together with any rights of Seller in any condemnation award or any action against the condemning authority, less any portion of the Property taken by condemnation, and the Parties Purchase Price shall proceed not be reduced, and (2) in the event of a casualty damaging the Property, Purchaser shall accept the Property as-is and the Purchase Price shall not be reduced, provided that, upon completion of the repair and restoration of the Property by Purchaser, if Seller receives any insurance proceeds for such damage from any unrelated third party, Seller shall pay such proceeds to Purchaser to the Close extent of Escrow on the terms described costs incurred by Purchaser in clause (b) above, in which case connection with such repair and restoration. Purchaser agrees that Seller shall assign to Buyer have the exclusive right to any and all insurance proceeds or condemnation awards recoverable as a result proceed against Seller's insurer in connection with recovery of such event..proceeds and shall exert its diligent efforts to do so if subparagarph (2) herein in applicable. In the event of a condemnation action or casualty damaging the Property before the Closing Date, Seller shall either repair the damage on or before the Closing Date; or if such repair and restoration cannot be achieved by the Closing Date, then Seller's obligation hereunder shall survive the Closing Date and shall be completed as soon as reasonably possible thereafter. Risk of loss to the Property from fire or other casualty shall be borne by Seller until Closing.9.

Damage, Destruction or Condemnation. If prior to the Close of EscrowClosing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including including, but not limited to, any fire, flood, accident or other casualty thatwhich, according to the Seller’s good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost cost, with respect to the Property, more than Five Hundred Thousand Dollars ($500,000) the Threshold Amount to repair, or any condemnation proceedings are commenced or overtly threatened in which would involve the award would be Five Hundred Thousand Dollars ($500,000) or moretaking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder Agent within ten (10) days after Buyer’s receipt of Seller’s written notice of the determination Estimate of the amount of such cost or awardthe scope of any taking, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow Deposit shall be returned to Buyer and the Party depositing the sameother provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Close of Escrow Closing, in accordance with this Agreement, without adjustment to the Purchase Price (except that there which case Buyer shall be credited receive a credit against the Purchase Price an amount equal to the amount of the deductible under Seller’s insurance coverage for policies (to the subject event of casualtyextent not satisfied by Seller prior to Closing), in which case and Seller shall assign to Buyer the right its rights to any and all insurance proceeds or condemnation awards recoverable award received as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award amount of the taking, with respect to the Property, is less than Five Hundred Thousand Dollars ($500,000)or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the Parties parties shall proceed to the Close of Escrow on the terms described in clause (b) aboveClosing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller’s insurance policy), and Seller shall assign to Buyer the right its rights to any and all insurance proceeds or received as a result of such event and (y) in the event of a condemnation awards recoverable relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received as a result of such event...

Damage, Destruction or Condemnation. If prior If, during the Contract Period, there shall be damage or destruction to the Close Improvements or if any portion of Escrowthe Land is taken or formally threatened by eminent domain, there occurs any destruction then Seller shall promptly notify Buyer and the provisions of or this Section shall apply. 8.1.1 The parties hereby acknowledge and agree the Buyer’s intended use of the Land contemplates the Buyer’s demolition of the existing Improvements. In case of damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited todestruction, any fire, flood, accident casualty insurance proceeds for damage or other casualty that, according to destruction during the good faith estimate of Seller’s insurance carrier or its adjuster (Contract Period shall be retained by Seller and Buyer shall receive no credit against the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or any condemnation proceedings are commenced or threatened in which the award would be Five Hundred Thousand Dollars ($500,000) or more, then Purchase Price at Closing and Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost or award, to either (a) terminate this Agreement, in which case neither Party shall have no claim against any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned insurance proceeds. The previous provisions to the Party depositing the samecontrary notwithstanding, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreementat Closing, without adjustment to Buyer shall receive a credit against the Purchase Price in an amount equal to the estimated costs to be incurred by Buyer in removing and disposing of the debris resulting from damage or destruction of the improvements by casualty in excess of those that Buyer would have incurred but for the occurrence of such casualty. In such event, the Buyer and Seller shall each obtain a reputable third party quote for such work and the credit at Closing shall be in an amount equal to the average of the two (except that there 2) quotes. 8.1.2 In the case of condemnation, all awards for condemnation occurring during the Contract Period previously received by Seller shall be credited against the Purchase Price an amount equal at the Closing. Notwithstanding anything to the deductible under Seller’s insurance coverage for contrary contained in the subject event of casualty)foregoing, in which case Seller shall assign to Buyer if the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate value of the cost of repair or the Property taken by condemnation award (as estimated by an appraiser mutually acceptable to and compensated jointly by Buyer and Seller) is less greater than Five Hundred Thousand Dollars ($500,000), then Buyer may terminate this Agreement upon notice given to Seller within ten (10) Business Days after receipt of such appraisal. Upon such termination, Seller shall cause the return of the Deposit to Buyer and the parties shall have no further rights and obligations under this Agreement except those that expressly survive such termination. If Buyer does not have the option elect to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on the terms described in clause (b) above, in which case then Seller shall assign to Buyer the right all rights to any and all insurance proceeds or condemnation awards recoverable as a result of receive an award for such event..condemnation. 8.2