Common use of Damage or Condemnation Clause in Contracts

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, before the Closing, the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company may elect to terminate this Agreement by delivering written notice of such election to Seller within ten (10) Business Days after the Company receives written notice of the damage or taking from Seller. If the Closing Date is within the aforesaid 10-Business Day period, then the Closing shall be extended to the next business day following the end of said 10-Business Day period. If no such election is made by Company hereunder, this Agreement shall remain in full force and effect, and the sale contemplated herein shall be effected with no further adjustment, except that Company shall be entitled to the benefit of any proceeds or award collected (or to be paid) in connection therewith. For purposes of this Section 5.5, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed five percent (5%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently used.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before prior to the Closing, and risk of loss to any portion of the Real Property due to fire, flood flood, or any other cause before prior to the Closing, shall remain with Seller. If, before If prior to the Closing, the Real Property Property, or any portion thereof shall be materially damagedthereof, or if the Real Property or any material portion thereof shall be subjected becomes subject to a bona fide threat of condemnation or shall become becomes the subject of any proceedings, judicial, administrative or otherwise, with respect to the a taking by eminent domain or condemnation, Seller shall notify Purchaser, within a reasonable time after receipt of actual notice by Seller, but in any event prior to Closing. At its option, Purchaser may then the Company may elect to terminate elect, within five (5) days after receipt of this Agreement by delivering written notice at any time prior to Closing, in either of such election which events this Agreement shall terminate and the Xxxxxxx Money shall be returned to Seller within ten (10) Business Days after the Company receives written notice of the damage or taking from SellerPurchaser. If the Closing Date is within the aforesaid 10-Business Day five (5) day period, then the Closing Date shall be extended to the next business day following the end of said 10-Business Day five (5) day period. If no such election is made by Company hereundermade, and in any event, if the damage is not material, then this Agreement shall remain in full force and effect, effect and the sale Purchaser contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing, any interest of Seller in and to any awards that Company have been or that thereafter be made for such taking, shall be entitled assigned to Purchaser and Seller shall assign, transfer or set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving the benefit of Purchaser a credit at Closing for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For the purposes of this Section 5.5Section, the phrase(s) (i) phrases “Material damageDamage” or and “Materially damagedDamages” means damage reasonably estimated to exceed five exceeding ten percent (510%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure Price to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedrepair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the ClosingClose of Escrow, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If, If before the Closing, Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Buyer may elect not to terminate this Agreement acquire the Real Property by delivering written notice of such election to Seller within ten fifteen (1015) Business Days days after the Company receives written notice Buyer learns of the damage or taking from Sellertaking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 1015-Business Day day period, then the Closing Close of Escrow shall be extended to the next business day following the end of said 1015-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Close of Escrow, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Buyer any insurance proceeds that may thereafter be entitled to made for such damage or destruction giving Buyer a credit at the benefit Close of Escrow for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For purposes of this Section 5.55.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage (A) reasonably estimated to exceed exceeding five percent (5%) of the Purchase PricePrice of the Real Property, or (B) triggers an express termination right of any Major Tenants, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than that (A) has a functional structure to continue to operate “fair market value” exceeding five percent (5%) of the business thereon or which loss could reasonably be expected to materially interfere with the use Purchase Price of the Real Property, (B) causes a permanent and material impairment to vehicular access or pedestrian access to the Property, or (C) would materially prevent Buyer from conducting operations at the Property for substantially in the purpose for which it is currently usedsame manner as Seller has operated the Property.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 5 days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event the Exxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be entitled to the benefit of made for such damage or destruction giving Purchaser a credit at Closing for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For the purposes of this Section 5.5paragraph, the phrase(s) (i) phrases “Material damage” or and “Materially damaged” means damage reasonably estimated to exceed five exceeding 10 percent (5%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure Price to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedrepair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 5 business days after the Company receives written notice Seller notifies Purchaser in writing of the damage or taking from Sellertaking, in which event the Xxxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage (or, in the case of a taking, the affected portion of the Property) is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds not applied to the repair of the Property prior to Closing that may thereafter be made for such damage or destruction, and, if an insured casualty, Seller shall pay or credit to Purchaser the amount of any deductible (but not to exceed the amount of the loss); if any such damage or destruction is an uninsured casualty, Purchaser, at Seller’s election, shall be entitled to (a) terminate this Agreement, or (b) a credit towards the benefit Purchase Price equal to the amount of any proceeds or award collected (or to be paid) in connection therewithsuch uninsured casualty. For the purposes of this Section 5.5paragraph, the phrase(s) (i) phrases “Material material damage” or and “Materially materially damaged” means damage reasonably estimated to exceed five percent (5%) exceeding 10% of the Purchase PricePrice for the Property to repair, and (ii) a “material portion” means any a portion exceeding 10% of the Real Property which renders such Real Property less than a functional structure Property. The provisions of this Paragraph 4.4 supersede the provisions of any applicable laws with respect to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use subject matter of the Real Property for the purpose for which it is currently usedthis Paragraph 4.4.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the ClosingClose of Escrow, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If, If before the Closing, Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Buyer may elect not to terminate this Agreement acquire the Interests by delivering written notice of such election to Seller within ten fifteen (1015) Business Days days after the Company receives written notice Buyer learns of the damage or taking from Sellertaking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Interests. If the Closing Date is within the aforesaid 1015-Business Day day period, then the Closing Close of Escrow shall be extended to the next business day following the end of said 1015-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except that Company shall be entitled to the benefit of any proceeds or award collected (or to be paid) in connection therewith. For purposes of this Section 5.55.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed exceeding five percent (5%) of the Purchase PricePrice of the Interests, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than that has a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use “fair market value” exceeding five percent (5%) of the Real Property for Purchase Price of the purpose for which it is currently usedInterests.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 10 days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event the Exxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 10-Business Day day period, then the Closing shall be extended to the next business day following the end of said 10-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be entitled made for such damage or destruction, and Seller shall pay to purchaser the benefit amount of any proceeds or award collected (or to be paid) in connection therewithdeductible. For the purposes of this Section 5.5paragraph, the phrase(s) (i) phrases “Material material damage” or and “Materially materially damaged” means damage damage, the cost to repair reasonably estimated to exceed five percent (exceeding 5%) % of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently used.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If following the Date of this Agreement and before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 5 days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event the Xxxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing shall be extended to the next business day Business Day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be entitled to the benefit of any proceeds made for such damage or award collected (or to be paid) in connection therewithdestruction. For the purposes of this Section 5.5paragraph, the phrase(s) (i) “Material phrases "material damage” or “Materially " and "materially damaged” " means damage reasonably estimated expected to exceed five ten percent (510%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure Price to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedrepair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. IfIf prior to the Close of Escrow, before the Closing, the any Real Property or any portion thereof shall be materially damagedMaterially Damaged (defined below), or if the any Material Portion (defined below) of any Real Property or any material portion thereof shall be subjected to a bona fide written threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnationcondemnation by a governmental authority (a “Material Taking”), then the Company Seller shall promptly notify Buyer in writing that such Material Damage or Material Taking has occurred after Seller obtains actual knowledge of such occurrence, and Buyer may elect not to terminate this Agreement acquire the Real Property affected by such Material Damage or Material Taking, as applicable, by delivering written notice of such election to Seller within ten five (105) Business Days days after the Company receives written notice Buyer learns of the damage Material Damage or taking from SellerMaterial Taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, such Real Property and this Agreement shall no longer apply to such Real Property and the Purchase Price shall be reduced by the dollar amount allocated to such Real Property in Section 3.1 of this Agreement, and all references hereafter made to a Real Property or Real Properties shall specifically exclude any reference to the Real Property that the Buyer has elected not to acquire under the provisions of this Section 5.4, except that all of Buyer’s indemnity obligations under this Agreement shall continue to apply to such Real Property. If the Closing Date is within the aforesaid 10-Business Day 5‑day period, then Buyer shall have the Closing shall be extended right to elect in writing to extend the Close of Escrow to no later than the next business day following the end of said 105‑day period so that Buyer may receive the benefit of such 5-Business Day periodday period (or so much so as Buyer may elect). If no such election is made by Company hereundermade, and in any event if the damage does not constitute Material Damage, or an eminent domain or condemnation proceeding or bona fide written threat does not affect a Material Portion of the applicable Real Property, then this Agreement shall remain in full force and effect, and the sale purchase contemplated herein (less any interest taken by eminent domain or condemnation) shall be effected with no further adjustmentconsummated pursuant to the terms of this Agreement (after deducting all reasonable costs incurred by Seller in defending such eminent domain or condemnation proceeding prior to the Close of Escrow); provided, except however, that Company Buyer shall be entitled to receive any condemnation award or payment, and upon the benefit Close of Escrow, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Buyer any insurance proceeds that may thereafter be made for such damage or award collected (or to be paid) in connection therewithdestruction giving Buyer a credit at the Close of Escrow for any deductible under such policies. For purposes of this Section 5.55.4, the phrase(s) (i) “Material damageDamage” or “Materially damagedDamaged” means damage reasonably estimated to exceed five exceeding ten percent (510%) of the Purchase PricePrice allocated to the applicable Real Property as reasonably determined by Seller, and (ii) “material portionMaterial Portion” means any portion of the a Real Property which renders such that has a “fair market value” exceeding ten percent (10%) of the Purchase Price allocated to the applicable Real Property less than a functional structure to continue to operate the business thereon or which loss could as reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently useddetermined by Seller.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the ClosingClose of Escrow, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If, If before the Closing, Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Buyer may elect not to terminate this Agreement acquire the Real Property by delivering written notice of such election to Seller within ten five (105) Business Days days after the Company receives written notice Buyer learns of the damage or taking from Sellertaking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property and the Deposit (including the Performance Deposit) shall be returned to Buyer. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing Close of Escrow shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except that Company and upon the Close of Escrow, Seller shall be entitled assign, transfer and set over to the benefit of any proceeds or award collected (or to be paid) in connection therewith. For purposes of this Section 5.5, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed five percent (5%) Buyer all of the Purchase Priceright, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and (ii) “material portion” means Seller shall assign, transfer and set over to Buyer any portion insurance proceeds that may thereafter be made for such damage or destruction giving Buyer a credit at the Close of the Real Property which renders Escrow for any deductible under such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently used.policies. For

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before prior to the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before prior to the Closing, shall remain with Sellerthe Company. If, before If prior to the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if any portion of the Real Property or any material portion thereof shall be subjected subject to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company shall immediately notify Purchaser thereof after receipt of actual notice thereof by the Company, but in any event prior to Closing. If the Property is materially damaged or a material portion of the Property is subject to eminent domain or condemnation, Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller within ten (10) Business Days days after receipt of such notice, to terminate this Agreement (the Company receives written notice “Election Period”) and receive an immediate refund of the damage Xxxxxxx Money or taking from Sellerto proceed to Closing. If the Closing Date is within the aforesaid 10-Business Day periodElection Period, then the Closing shall be extended to the next business day following the end of said 10-Business Day periodthe Election Period. If no such election Purchaser does not elect to terminate this Agreement, and in any event if the damage or taking is made by Company hereundernot material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except that effect and Purchaser shall accept an assignment from the Company shall be entitled of either the insurance or condemnation proceeds and receive a credit against the Purchase Price in an amount equal to the benefit deductible of any proceeds or award collected (or to be paid) in connection therewiththe Company’s insurance policy. For the purposes of this Section 5.5section, the phrase(s) (i) “Material material damage” or “Materially damaged” means damage reasonably estimated costing an amount equal to or exceed five percent (5%) of the Purchase Price$50,000.00 to repair, and (ii) “material portion” as to a taking or condemnation means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon Improvements, or which loss could reasonably be expected to materially interfere with the use any portion of the Real parking areas, entry ways or access points to the Property for or any taking resulting in a loss of access to any utility servicing the purpose for which it is currently usedProperty.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property If before the Closing, and risk of loss to any portion of Closing the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, before the Closing, the Real Property or any portion thereof shall be materially damaged, or if the Real Property commencement of condemnation proceedings shall affect all or any a material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnationProperty, then the Company Buyer may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days after 10 days of Seller's notice of the Company receives written notice occurrence of the damage or taking from Sellertaking. In the event of such termination, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and neither party shall have any further rights or liabilities hereunder except as provided in Sections 2.2, 2.3 and 10.2 of this Agreement For the purposes of this Section, the phrases "material damage" and "materially damaged" means damage which (i) delays Substantial Completion of the Property beyond November 1, 2017 or (ii) allows Tenant to terminate the Lease or seek a permanent reduction in the rent payable by Tenant thereunder and provided that Seller does not agree to make available to Buyer rent loss insurance to fully compensate for such reduction in the rent, but only to the extent not waived or deemed waived by Tenant. If the Closing Date is within the aforesaid 10-Business Day day period, then the Closing shall be extended to the next business day following the end of said 10-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except that Company shall be entitled to effected. In the benefit event of any proceeds or award collected (or to be paid) in connection therewith. For purposes of this Section 5.5, the phrase(s) (i) “Material damage” or “Materially damaged” means material damage reasonably estimated to exceed five percent (5%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently used.Buyer does not terminate or in the event of any non-material damage or eminent domain precedent, at Seller's option, exercised in its sole discretion:

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, and such damage exceeds $100,000, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser, as Purchaser’s sole and exclusive remedy, may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten five (105) Business Days business days after the Company Purchaser receives written notice from Seller of the damage or taking from Sellertaking, in which event the Exxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 10-Business Day five (5) business day period, then the Closing shall be extended to the next business day following the end of said 10-Business Day five (5) business day period. If no such election is made by Company hereundermade, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds not applied to the repair of the Property prior to Closing that may thereafter be made for such damage or destruction. Further, if Purchaser elects to acquire the Property, the Purchase Price shall be entitled reduced by the amount of Seller's insurance deductible. The provisions of this Paragraph 4.4 supersede the provisions of any applicable laws with respect to the benefit of any proceeds or award collected (or to be paid) in connection therewith. For purposes subject matter of this Section 5.5, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed five percent (5%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedParagraph 4.4.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 5 days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event the Xxxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be entitled to the benefit of made for such damage or destruction giving Purchaser a credit at Closing for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For the purposes of this Section 5.5paragraph, the phrase(s) (i) “phrases "Material damage” or “" and "Materially damaged” " means damage reasonably estimated to exceed five exceeding 10 percent (5%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure Price to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedrepair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the ClosingClose of Escrow, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If, If before the Closing, Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Buyer may elect not to terminate this Agreement acquire the Real Property by delivering written notice of such election to Seller within ten five (105) Business Days business days after the Company receives written notice Buyer learns of the damage or taking from Sellertaking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 10-Business Day 5 business day period, then the Closing Close of Escrow shall be extended to the next business day following the end of said 10-Business Day 5 business day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Close of Escrow, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Buyer any insurance proceeds that may thereafter be entitled to made for such damage or destruction giving Buyer a credit at the benefit Close of Escrow for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For purposes of this Section 5.55.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed exceeding five percent (5%) of the Purchase PricePrice of the Real Property and any of the following Tenants is entitled to terminate its Lease as a result of such “Material damage” or “Materially damaged”: Xxxxxx Xxxxxxx Services Group, Inc. and Xxxxx Xxxxxxx Medicine International, L.L.C., and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than that has a functional structure to continue to operate “fair market value” exceeding five percent (5%) of the business thereon or which loss could reasonably be expected to materially interfere with the use Purchase Price of the Real Property for and any of the purpose for which it following Tenants is currently used.entitled to terminate its Lease as a result of such “material portion” or “Materially damaged”: Xxxxxx Xxxxxxx Services Group, Inc. and Xxxxx Xxxxxxx Medicine International, L.L.C.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 5 days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event the Xxxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be entitled to the benefit of made for such damage or destruction giving Purchaser a credit at Closing for any proceeds deductible or award collected (self-insured or to be paid) in connection therewithuninsured amount under such policies. For the purposes of this Section 5.5paragraph, the phrase(s) (i) phrases “Material damage” or and “Materially damaged” means (i) damage reasonably estimated exceeding $250,000 to exceed five percent (5%) of the Purchase Pricerepair, and (ii) “damage resulting in material portion” means any access to the Property, or a material portion of the Real Property parking, being permanently destroyed, (iii) damage that is self-insured or uninsured (unless Seller elects to give Purchaser a full credit for any such amount), or (iv) damage that would give rise to the right of any tenant to terminate its Lease, which renders right such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedtenant has not irrevocably waived in writing.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, If before the Closing, Closing the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect to terminate this Agreement by delivering written notice of such election to Seller given within ten (10) Business Days 5 business days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event the Xxxxxxx Money shall be returned to Purchaser. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage (or, in the case of a taking, the affected portion of the Property) is not material, this Agreement shall remain in full force and effect, effect and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing of this purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall be entitled assign, transfer and set over to Purchaser any insurance proceeds not applied to the benefit repair of the Property prior to Closing that may thereafter be made for such damage or destruction, and, if an insured casualty, Seller shall pay or credit to Purchaser the amount of any proceeds or award collected deductible (or but not to be paid) in connection therewithexceed the amount of the loss). For the purposes of this Section 5.5paragraph, the phrase(s) (i) phrases “Material material damage” or and “Materially materially damaged” means damage reasonably estimated exceeding $1,000,000 to exceed five repair, and a “material portion” means a portion of the Property exceeding ten percent (510%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property Price for the purpose for which it is currently usedProperty in value. The provisions of this Paragraph 4.4 supersede the provisions of any applicable laws with respect to the subject matter of this Paragraph 4.4.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the ClosingClose of Escrow, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If, If before the Closing, Close of Escrow the Real Property property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Purchaser may elect not to terminate this Agreement acquire the Real Property by delivering written notice of such election to Seller within ten (10) Business Days five days after the Company receives written notice Purchaser learns of the damage or taking from Sellertaking, in which event Purchaser shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 10said five-Business Day day period, then the Closing Close of Escrow shall be extended to the next business day following the end expiration of said 10five-Business Day day period. If no such election is made by Company hereunderor if the damage is not material, this Agreement shall remain in full force and effect, and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Close of Escrow, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be paid for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be entitled to paid for such damage or destruction giving Purchaser a credit at the benefit Close of Escrow for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For purposes of this Section 5.5section 5.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed five percent (5%) of the Purchase Priceexceeding $250,000.00, and (ii) “material portion” means any portion of the Real Property which renders such that has a fair market value exceeding $250,000.00. The provisions of this section 5.4 hereof shall govern their obligations in the event of damage or destruction to the Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use condemnation of all or part of the Real Property for the purpose for which it is currently usedProperty.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the ClosingClose of Escrow, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If, If before the Closing, Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company Buyer may elect not to terminate this Agreement acquire the Real Property by delivering written notice of such election to Seller within ten five (105) Business Days days after the Company receives written notice Buyer learns of the damage or taking from Sellertaking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 105-Business Day day period, then the Closing Close of Escrow shall be extended to the next business day following the end of said 105-Business Day day period. If no such election is made by Company hereundermade, and in any event if the damage is not material, this Agreement shall remain in full force and effect, and the sale purchase contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Close of Escrow, Seller shall assign, transfer and set over to Buyer all of the right, title and interest of Seller in and to any awards that Company have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Buyer any insurance proceeds that may thereafter be entitled to made for such damage or destruction giving Buyer a credit at the benefit Close of Escrow for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For purposes of this Section 5.55.4, the phrase(s) (i) “"Material damage” " or “"Materially damaged” " means damage reasonably estimated to exceed exceeding five percent (5%) of the Purchase PricePrice of the Real Property or damage which entitles any tenant to terminate its Lease (unless such right is waived), and (ii) “"material portion” " means any portion of the Real Property which renders such Real Property less than that has a functional structure to continue to operate "fair market value" exceeding 5% of the business thereon or which loss could reasonably be expected to materially interfere with the use Purchase Price of the Real Property for the purpose for which it is currently usedProperty.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before prior to the Closing, and risk of loss to any portion of the Real Property due to fire, flood flood, or any other cause before prior to the Closing, shall remain with Seller. If, before If prior to the Closing, the Real Property Property, or any portion thereof shall be materially damagedthereof, or if the Real Property or any material portion thereof shall be subjected becomes subject to a bona fide threat of condemnation or shall become becomes the subject of any proceedings, judicial, administrative or otherwise, with respect to the a taking by eminent domain or condemnation, Seller shall notify Purchaser, within a reasonable time after receipt of actual notice by Seller, but in any event prior to Closing. At its option, Purchaser may then the Company may elect to terminate elect, within five (5) days after receipt of this Agreement by delivering written notice at any time prior to Closing, in either of such election which events this Agreement shall terminate and the Exxxxxx Money shall be returned to Seller within ten (10) Business Days after the Company receives written notice of the damage or taking from SellerPurchaser. If the Closing Date is within the aforesaid 10-Business Day five (5) day period, then the Closing Date shall be extended to the next business day following the end of said 10-Business Day five (5) day period. If no such election is made by Company hereundermade, and in any event, if the damage is not material, then this Agreement shall remain in full force and effect, effect and the sale Purchaser contemplated herein herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, except and upon the Closing, any interest of Seller in and to any awards that Company have been or that thereafter be made for such taking, shall be entitled assigned to Purchaser and Seller shall assign, transfer or set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving the benefit of Purchaser a credit at Closing for any proceeds or award collected (or to be paid) in connection therewithdeductible under such policies. For the purposes of this Section 5.5Section, the phrase(s) (i) phrases “Material damageDamage” or and “Materially damagedDamages” means damage reasonably estimated to exceed five exceeding ten percent (510%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure Price to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently usedrepair.