Common use of Damage or Destruction; Condemnation; Insurance Clause in Contracts

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, Property which permits PVH to terminate the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars PVH Lease ($3,500,000.00) and unless PVH notifies the Property canSeller it elects not be restored to terminate the PVH Lease or PVH fails to timely elect to terminate its original condition prior to ClosingLease), or if more than five percent (5%) all or a sufficient portion of the rentable area of the Building Property is condemned or taken by eminent domain proceedings by any public authorityauthority which permits PVH to terminate the PVH Lease (unless PVH notifies the Seller it elects not to terminate the PVH Lease or PVH fails to timely elect to terminate its Lease), then, at Buyer’s optionoption by notice given to Seller within five (5) business days following notice of such casualty or condemnation, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunderhereunder and Closing will be extended by up to five (5) business days if necessary to give effect to such notice period. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repairas above set forth, and if Buyer elects not to terminate this Agreement as herein provided (or if Buyer does not have the right to terminate this Agreement), then, subject to the extent Buyer is entitled to do so)rights and interest of the tenants, then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable to Seller under the applicable insurance policies, less in each case any costs of collection and any sums expended in restoration, and . Buyer will receive a credit at Closing equal to the deductible amount under Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Sellerinsurance.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing Date there is damage or destruction to the Property, the cost for repair of which exceeds Three Million Five One Hundred Thousand and 00/100 Dollars ($3,500,000.00100,000) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) of the rentable area of the any Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s option, (i) Buyer may elect to treat any affected Parcel as a Removed Parcel, or (ii) this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement or treat the affected Parcel as a Removed Parcel as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any of Seller’s costs of collection and any sums expended by Seller in restoration, and the Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, the cost for repair of Property which exceeds Three Million Five Hundred Thousand and 00/100 Dollars permits GSK to terminate its Lease ($3,500,000.00) and the Property canunless GSK notifies Seller it elects not be restored to terminate its original condition prior Lease or does not timely elect to Closingterminate its Lease), or if more than five percent (5%) all or a sufficient portion of the rentable area of the Building Property is condemned or taken by eminent domain proceedings by any public authorityauthority which permits GSK to terminate its Lease (unless GSK notifies Seller it elects not to terminate its Lease or does not timely elect to terminate its Lease), then, at Buyer’s optionoption by notice given to Seller within five (5) business days following notice of such casualty or condemnation, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunderhereunder and Closing will be extended by up to five (5) business days if necessary to give effect to such notice period. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repairas above set forth, and if Buyer elects not to terminate this Agreement as herein provided (or if Buyer does not have the right to the extent Buyer is entitled to do soterminate this Agreement), then subject to the rights and interests of the tenants, (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable to Seller under the applicable insurance policies, less in each case any costs of collection and any sums expended in restoration, and . Buyer will receive a credit at Closing equal to the deductible amount under Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Sellerinsurance.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing Date there is damage or destruction to the any Property, the cost for repair of which exceeds Three Million Five Two Hundred Fifty Thousand and 00/100 Dollars ($3,500,000.00250,000) and the Property cannot be restored to its original condition prior to the Closing, or if more than five percent (5%) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s Buyers’ option, this Agreement shall terminate, and the Deposit shall be returned to BuyerBuyers, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects Buyers elect not to terminate this Agreement as herein provided (to the extent Buyer is Buyers are entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller Sellers shall belong to Buyer Buyers and shall be paid over and assigned to Buyer Buyers at the Closing, and Seller Sellers shall be paid at the Closing for the reasonable expenses actually incurred by Seller Sellers in connection with such taking; and (2) in the case of a casualty, Seller Sellers shall assign to Buyer Buyers all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Seller’s Sellers’ deductible shall be a credit to Buyer Buyers against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to SellerSellers.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars twenty percent ($3,500,000.0020%) of the amount of the Purchase Price and the Property cannot be restored to its original condition prior to Closing, or if more than five twenty percent (520%) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, Property which permits either of the cost for repair tenants to terminate its Lease (unless each of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) and the Property cantenants notifies Seller it elects not be restored to terminate its original condition prior Lease or does not timely elect to Closingterminate its Lease), or if more than five percent (5%) all or a sufficient portion of the rentable area of the Building Property is condemned or taken by eminent domain proceedings by any public authorityauthority which permits either of the tenants to terminate its Lease (unless each of the tenants notifies Seller it elects not to terminate its Lease or does not timely elect to terminate its Lease), then, at Buyer’s optionoption by notice given to Seller within five (5) business days following notice of such casualty or condemnation, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunderhereunder and Closing will be extended by up to five (5) business days if necessary to give effect to such notice period. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repairas above set forth, and if Buyer elects not to terminate this Agreement as herein provided (or if Buyer does not have the right to the extent Buyer is entitled to do soterminate this Agreement), then subject to the rights and interests of the tenants, (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable to Seller under the applicable insurance policies, less in each case any costs of collection and any sums expended in restoration, and . Buyer will receive a credit at Closing equal to the deductible amount under Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Sellerinsurance.

Damage or Destruction; Condemnation; Insurance. 9.1 If at any time prior to the date of Closing there is Closing, a fire or other casualty results in damage or destruction to the PropertyProperty or to the Leased Premises having a restoration cost in excess of $50,000, the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) all or any portion of the rentable area of Property or the Building Leased Premises is condemned or taken by eminent domain proceedings by any public authoritydomain, then, at Buyer’s 's option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and and, except as expressly set forth herein, neither party shall have any further obligation or liability or obligation to the other hereunder. . 9.2 If there is any damage or destruction or condemnation or taking, regardless of the cost of any repairas above set forth, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so)therein provided, or if such casualty results in a restoration cost less than $50,000, then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer at the Closing all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Seller’s deductible shall be a credit pay over to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in or deduct from the Purchase Price payable any deductible thereunder, in either event without adjustment to Sellerthe Purchase Price (except for the deductible as aforesaid). Seller shall maintain its existing insurance in effect during the term of this Agreement, a copy of which Seller shall furnish to Buyer.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00500,000) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) of the rentable area of the any Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to the Seller whose Property was taken shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and the Seller whose Property was taken shall be paid at Closing for the reasonable expenses actually incurred by such Seller in connection with such taking; and (2) in the case of a casualty, the Seller whose Property was damaged or destroyed shall assign to Buyer all rights to any insurance proceeds paid or payable to such Seller under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the such Seller’s deductible (if any) shall be a credit to Buyer against the Purchase PricePrice allocable to such Seller’s Property, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to such Seller.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to the Property, Property and either (i) the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars two percent ($3,500,000.002%) of the amount of the Purchase Price and the Property cannot be restored to its original condition prior to Closing, or if more than five two percent (52%) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, or (ii) such damage or destruction to the Property (or a condemnation or taking by eminent domain proceedings by any public authority) entitles Target Corporation to terminate its Lease, then, at Buyer’s option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any reasonable costs of collection and any sums expended in restoration, and the Seller’s deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

Damage or Destruction; Condemnation; Insurance. If at any time prior to the date of Closing there is damage or destruction to a material portion of the Property, the cost for repair or if all or any material portion of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s option, this Agreement shall terminate, and the Deposit shall be promptly returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. For purposes of this Agreement, a “material portion” shall mean any one of the following: (a) the costs to repair any damage to the Property or the amount of any condemnation award is estimated to exceed One Million Six Hundred Fifty Thousand Dollars ($1,650,000), (b) access to or parking on the Property is adversely affected, (c) the condemnation and/or damage results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property, or (d) the condemnation and/or damage entitles any tenant to terminate its Lease or xxxxx rent. Seller agrees to give Buyer notice of any casualty within seventy-two (72) hours after Seller obtains knowledge of any such event, and Buyer may terminate this Agreement (if and to the extent it has the right to do so under this Article 9) by delivering written notice to Seller within five (5) business days following the delivery of such notice. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repairwhether it is material, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer or is not entitled to do so)terminate this Agreement) as therein provided, then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Seller’s deductible deductible, self-insured or uninsured amount, as the case may be, shall be a credit to Buyer against the Purchase Price, and the parties . Seller shall proceed with bear all risk of loss prior to the Closing without any reduction in Date and shall continue to maintain its existing fire and extended coverage insurance until the Purchase Price payable Closing Date pursuant to SellerSection 6.3 hereof.

Damage or Destruction; Condemnation; Insurance. 9.1. If at any time prior to the date of Closing Date there is “major” damage or destruction to any of the PropertyProperties (or any portion thereof), the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars such Property ($3,500,000.00or any portion thereof) and the Property cannot be restored to its the original condition prior to Closing, or if more than five percent all or any “major” portion of any Property (5%or any portion thereof) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyer’s optionthe option of Buyer exercised within ten (10) Business Days following notice of such “major” damage, destruction, condemnation or taking, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. For the avoidance of doubt, any termination of this Agreement pursuant to this Section 9 or otherwise shall be of the entire Agreement, and under no circumstances shall Sellers be obligated to sell, or Buyer be entitled to purchase, less than all of the Properties. 9.2. For purposes of this provision “major” damage, destruction, condemnation or taking refers to the following: (i) loss, damage, or actual or threatened condemnation or taking with respect to any Property or any portion thereof such that the cost of repairing or restoring the portion of the Property in question to a condition substantially identical to that of such portion of the Property prior to the event of loss, damage, or condemnation or taking would be, in the opinion of an architect selected by Sellers and reasonably approved by Buyer, equal to or greater than $3,292,500, (ii) any loss, damage, or condemnation or taking which permanently and materially impairs the current use of, or access to and/or from, such Property, (iii) any loss, damage or condemnation or taking to the Property that entitles Major Tenants leasing in excess of 200,000 rentable square feet in the aggregate to terminate their Leases and such Major Tenants do not waive such termination rights with respect to such casualty, or (iv) a casualty which is uninsured or underinsured, if Sellers do not agree to credit Buyer at Closing for any such uninsured or underinsured amount. If Buyer does not give notice to Sellers of Buyer’s reasons for disapproving an architect within five (5) Business Days after receipt of notice of the proposed architect, Buyer shall be deemed to have approved the architect selected by Sellers. 9.3. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to to, or is not entitled to, terminate this Agreement as herein provided (to the extent Buyer is entitled to do so)provided, then (1a) in the case of a taking, all condemnation proceeds paid or payable to a Seller or Sellers shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2b) in the case of a casualty, the applicable Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the such Seller’s insurance policy deductible (if any) shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

Damage or Destruction; Condemnation; Insurance. Unless and until the Closing is completed, the risk of loss to the Property from casualty or condemnation shall be borne by Xxxxxx. If at any time prior to the date of Closing there is damage or destruction to the Property, and the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) 1,000,000.00 and the Property cannot be restored to its original condition prior to ClosingClosing or results in an uninsured casualty, in any amount, or if more than five percent (5%) any portion of the rentable area of the Building Property is condemned or taken by eminent domain proceedings by any public authorityauthority or if Seller has received notice that any condemnation action or proceeding with respect to all or any portion of the Property is contemplated, then, at Buyer’s option, this Agreement shall terminate, and the Deposit and any amounts not released by Escrow Agent from the Modifications Escrow shall be returned to BuyerBuyer and Buyer shall be entitled to reimbursement from Seller for the amount of the Modifications Escrow previously released by Escrow Agent to Seller prior to such termination, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any reasonable costs of collection and any sums expended by Seller in restoration, and the Seller’s deductible under such insurance policy shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

Damage or Destruction; Condemnation; Insurance. If there shall occur any material damage or destruction to the Property by fire or other casualty, or if any portion of the Property is taken or is threatened in writing to be taken pursuant to eminent domain proceedings, Seller shall promptly notify Buyer of the event after Seller gains knowledge of the same. If at any time prior to the date of Closing Date there is damage or destruction to the Property, Property (or any portion thereof) for which (i) the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) and the Property cannot be restored an amount equal to its original condition prior to Closing, or if more than five percent (5%) of the rentable area Purchase Price and the Property (or any portion thereof) cannot be restored to the original condition prior to Closing, (ii) causes access and/or parking to the Property to be materially adversely affected and the same cannot be restored within sixty (60) days after such casualty, (iii) the damage or destruction results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions ​ ​ ​ affecting the Property, in each case that cannot be remedied within sixty (60) days after such casualty, (iv) damage or destruction entitles any tenant occupying one or more full floor plates to terminate its Lease or xxxxx its rent thereunder (and business interruption insurance is insufficient to cover the full amount of such rent abatement), or (v) there is any damage or destruction which is not fully insured and for which Buyer will not receive, at Seller’s election, a credit in the amount of the Building is uninsured portion of such damage or destruction at Closing (any such event, a “Material Event”), or if all or any material portion of the Property (or any portion thereof) are condemned or taken by eminent domain proceedings by any public authorityauthority that results in a Material Event, then, at Buyer’s optionthe option of Buyer exercised within ten (10) Business Days following notice of such damage, destruction, condemnation or taking, this Agreement shall terminate, and the Deposit (to the extent previously funded) shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. For the avoidance of doubt, any termination of this Agreement pursuant to this Section 9 or otherwise shall be of the entire Agreement, and under no circumstances shall Seller be obligated to sell, or Buyer be entitled to purchase, less than all of the Property. If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to to, or is not entitled to, terminate this Agreement as herein provided (to the extent Buyer is entitled to do so)provided, then (1a) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2b) in the case of a casualty, the applicable Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Seller’s insurance policy deductible (if any) shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.