Common use of Damage or Destruction Condemnation Clause in Contracts

Damage or Destruction Condemnation. 16.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ prior written notice to Owner if forty percent (40%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty (180) days or more as a result of such casualty. 16.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereof. Either party may terminate this Agreement on thirty (30) days’ notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standard. 16.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.1. If the a Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty casualty; provided that that: A. either party may terminate this Agreement upon thirty days’ days prior written notice to the other party if (ai) Owner shall elect to close the such Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (bii) Owner shall determine in good faith not to proceed with the restoration of the such Hotel; provided further, and B. Owner or Operator may terminate this Agreement upon thirty days’ days prior written notice to Owner the other party if forty twenty percent (4020%) or more of the rooms in the such Hotel are unavailable for rental for a period of one hundred eighty sixty (18060) days or more as a result of such casualty; provided that, if Owner terminates this Agreement pursuant to this Section 16.1(B), such termination shall be deemed an At-Will Termination (as defined in Section 19.3). 16.2. If all or any portion of the a Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereof. Either party may terminate this Agreement with respect to a Hotel on thirty (30) days’ days written notice to the other party if (a) all or substantially all of the such Hotel is taken through condemnation or (b) less than all or substantially all of the such Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the such Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with as a hotel similar to that of the StandardHotel immediately prior to such condemnation. 16.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner, but no later than five (5) days following such occurrence. Operator shall cooperate with and assist Owner in evaluating the extent of the damage, filing and pursuing insurance claims, developing plans for the restoration of the Hotel and modifying the applicable Budgets to reflect the effect of the casualty on operations. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ days prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ prior written notice to Owner if forty percent (40%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty (180) days or more as a result of such casualty. 16.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner, but no later than five (5) days following the date Operator learns of such proceeding. Operator shall cooperate with and assist Owner upon Operator’s receipt in evaluating the effect of written notice thereofthe condemnation, pursuing any negotiation, litigation, administrative action or appeal relating to the condemnation award, developing plans for the restoration of the Hotel and modifying the applicable Budgets to reflect the effect of the condemnation on operations. Either party may terminate this Agreement on thirty (30) days’ days notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardmanner the Hotel is then being operated pursuant to this Agreement. 16.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation. 16.4. Operator shall not be entitled to any Termination Fee or similar compensation by reason of any termination of this Agreement pursuant to this Article XVI; provided, however, if this Agreement terminates pursuant to this Article 16 (i) prior to, or on December 31, 2005, Owner shall pay to Operator an amount equal to the Basic Fee for the first full Fiscal Year hereunder multiplied by one and one-half (1.5) (and if such termination occurs prior to the end of the first full Fiscal Year, the budgeted Basic Fee for the first full Fiscal Year shall be used to calculate the amount due to Operator under this Article 16) or (ii) on or after January 1, 2006 but prior to, or on December 31, 2006, Owner shall pay to Operator an amount equal to the Basic Fee for the first full Fiscal Year of this Agreement.

Damage or Destruction Condemnation. 16.115.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. Operator shall cooperate with and assist Owner in evaluating the extent of the damage, filing and pursuing insurance claims, developing plans for the restoration of the Hotel and modifying the applicable Budgets to reflect the effect of the casualty on operations. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party Owner may terminate this Agreement upon thirty days’ days prior written notice to the other party Operator if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ prior written notice to Owner if forty percent (40%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty (180) days or more as a result of such casualty. 16.215.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner. Operator shall cooperate with and assist Owner upon Operator’s receipt in evaluating the effect of written notice thereofthe condemnation, pursuing any negotiation, litigation, administrative action or appeal relating to the condemnation award, developing plans for the restoration of the Hotel and modifying the applicable Budgets to reflect the effect of the condemnation on operations. 15.3. Either party may terminate this Agreement on thirty (30) days’ days notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a first-class, full-service hotel. 16.315.4. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.115.1. If the Hotel Managed Outlet is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ days prior written notice to the other party if (a) Owner shall elect to close the Hotel Managed Outlet as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; Managed Outlet and provided further, further that Operator may terminate this Agreement upon thirty days’ days prior written notice to Owner if forty percent (40%) or more of the rooms in Managed Outlet cannot be opened for business with the Hotel are unavailable for rental public for a period of one hundred eighty (180) days six months or more as a result of such casualty. 16.215.2. If all or any portion of the Hotel Managed Outlet becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereofOwner. Either party may terminate this Agreement on thirty (30) days’ days notice to the other party if (a) all or substantially all of the Hotel Managed Outlet is taken through condemnation or (b) less than all or substantially all of the Hotel Managed Outlet is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel Managed Outlet cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a first-class restaurant. 16.315.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.115.1. If the Hotel is damaged by fire fire, tornado, hurricane, windstorm or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ (30) days prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate . Upon a termination of this Agreement upon thirty days’ due to casualty, Owner shall pay to Operator an amount equal to the Base Fee paid to Operator during the final three (3) months prior written notice to the casualty. In the event that neither party terminates this Agreement due to such casualty, Operator's monthly Base Fee during any period that the Hotel is closed for repairs shall be equal to the Base Fee paid to Operator for the same calendar month during the previous year, paid to the extent of business interruption insurance proceeds received by Owner. Furthermore, in the event that the Cypress building, the pier and/or the restaurant are damaged by casualty, Owner if forty percent (40%may elect not to rebuild such - 29 - portion(s) or more of the rooms in Hotel. Furthermore, future calculations of the Hotel are unavailable Base Amount will be reduced to account for rental for a period of one hundred eighty (180) days or more as a result the lost net profit of such casualtylost facilities. 16.215.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereofOwner. Either party may terminate this Agreement with respect to the Hotel on thirty (30) days’ days notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardmanner set forth in this Agreement. 16.315.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Subject to the terms of the Major Agreements, this Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ (30) days prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ (30) days prior written notice to Owner if forty twenty percent (4020%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty sixty (18060) days or more as a result of such casualty. 16.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereof. Either party may terminate this Agreement on thirty (30) days’ notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a first-class, full-service hotel. 16.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.1. 13.1 If the Hotel is damaged by fire or other casualtycasualty damages the Hotel, Operator Manager shall promptly notify OwnerOwner and the Bonds Trustee. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ (30) days prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; Hotel and provided further, Operator further that Manager may terminate this Agreement upon thirty days’ (30) days prior written notice to Owner if forty twentyfifty percent (40%) or 2050%)or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty twenty (180120) days or more as a result of such casualty. 16.2. 13.2 If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator Manager learns that any such proceeding may be commenced, Operator Manager shall promptly notify Owner upon Operator’s receipt of written notice thereofand the Bonds Trustee. Either party Owner or Manager may terminate this Agreement on thirty (30) days’ notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a full- service, first-class Hotel. 16.3. 13.3 Any condemnation award or similar compensation shall be the property of Owner, provided that Operator Manager shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator Manager as a result of such condemnation. 13.4 As long as the Bonds are outstanding, any proceed(s) received as a result of a casualty or condemnation proceeding shall be applied in accordance with the Indenture.

Damage or Destruction Condemnation. 16.115.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify OwnerLessee. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ days prior written notice to the other party if (a) Owner Lessee shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner Lessee shall determine in good faith not to proceed with the restoration of the Hotel; Hotel and provided further, further that Operator may terminate this Agreement upon thirty days’ days prior written notice to Owner Lessee if forty percent (40%) 20% or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty (180) sixty days or more as a result of such casualty. 16.215.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner Lessee upon Operator’s 's receipt of written notice thereof. Either party may terminate this Agreement on thirty (30) days’ days notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a limited service hotel. 16.315.3. Any condemnation award or similar compensation shall be the property of OwnerLessee, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.

Damage or Destruction Condemnation. 16.115.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty (30) days’ ' prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; Hotel and provided further, further that Operator may terminate this Agreement upon thirty (30) days’ ' prior written notice to Owner if forty percent (40%) 20% or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty sixty (18060) days or more as a result of such casualty. 16.215.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereofOwner. Either party may terminate this Agreement on thirty (30) days’ ' notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated as a first-class, full-service hotel. Additionally, Operator may terminate this Agreement upon thirty (30) days' prior notice to Owner if 20% or more of the rooms in accordance with the StandardHotel are unavailable for rental for a period of sixty (60) days or more as a result of a condemnation. 16.315.3. Any condemnation award or similar compensation shall be the property of Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation. 15.4. Neither Owner nor Operator shall be liable for any termination fee, penalty or liability made in connection with a termination of this agreement pursuant to the provisions of this Article XV.

Damage or Destruction Condemnation. 16.1. 13.1 If the Hotel is damaged by fire or other casualtycasualty damages the Hotel, Operator Manager shall promptly notify OwnerOwner and the Bonds Trustee. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ (30) days prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; Hotel and provided further, Operator further that Manager may terminate this Agreement upon thirty days’ (30) days prior written notice to Owner if forty fifty percent (40%) or 50%)or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty twenty (180120) days or more as a result of such casualty. 16.2. 13.2 If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator Manager learns that any such proceeding may be commenced, Operator Manager shall promptly notify Owner upon Operator’s receipt of written notice thereofand the Bonds Trustee. Either party Owner or Manager may terminate this Agreement on thirty (30) days’ notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a full- service, first-class Hotel. 16.3. 13.3 Any condemnation award or similar compensation shall be the property of Owner, provided that Operator Manager shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator Manager as a result of such condemnation. 13.4 As long as the Bonds are outstanding, any proceed(s) received as a result of a casualty or condemnation proceeding shall be applied in accordance with the Indenture.

Damage or Destruction Condemnation. 16.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ days prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ days prior written notice to Owner if forty twenty percent (4020%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty sixty (18060) days or more as a result of such casualty. 16.2. If all or any portion of the Hotel becomes the subject of a condemnation proceeding or if Operator learns that any such proceeding may be commenced, Operator shall promptly notify Owner upon Operator’s receipt of written notice thereof. Either party may terminate this Agreement on thirty (30) days’ notice to the other party if (a) all or substantially all of the Hotel is taken through condemnation or (b) less than all or substantially all of the Hotel is taken, but, in the reasonable judgment of the party giving the termination notice, the Hotel cannot, after giving effect to any restoration as might be reasonably accomplished through available funds from the condemnation award, be profitably operated in accordance with the Standardas a first-class, full-service hotel. 16.3. Any condemnation award or similar compensation shall be the property of Fee Owner, provided that Operator shall have the right to bring a separate proceeding against the condemning authority for any damages and expenses specifically incurred by Operator as a result of such condemnation.