Common use of Damage or Destruction Condemnation Clause in Contracts

Damage or Destruction Condemnation. 10.1 The risk of loss, damage or destruction to the Property by fire or other casualty or the taking of all or part of the Property by condemnation or eminent domain or by an agreement in lieu thereof until the Closing is assumed by Seller. 10.2 In the event of partial damage or destruction of the Property of a type which can, under the circumstances, reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to be restored or repaired at a cost of $500,000.00 or less, then Buyer shall (unless such damage has been repaired by Seller in a good and workmanlike manner prior to Closing), accept title to the Property in its destroyed or damaged condition. Buyer shall pay the full Purchase Price at Closing without reduction, and Seller shall pay over or assign to Buyer all rights to any proceeds of insurance payable with respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.3 In the event that the Property shall have been damaged or destroyed, the cost of repair or restoration of which would reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to exceed the sum of $500,000.00 or is less than $500,000.00, but not fully covered by insurance subject to commercially reasonable insurance deductibles, then at Buyer’s election, Seller shall, unless Seller has previously repaired or restored the Property to its former condition, either (a) terminate this Contract by delivering written notice to Seller, in which case the Escrow Agent shall return the Deposit to Buyer and all other obligations of the parties hereto shall cease except those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereof, and this Contract shall be void and without recourse to the parties hereto or (b) pay over or assign to Buyer all rights to any proceeds of insurance payable with respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.4 If prior the Closing Date, all or a material portion of the Property is taken by condemnation, eminent domain or by agreement in lieu thereof, or any proceeding to acquire, take or condemn all or a material portion of the Property is threatened or commenced, Buyer may either terminate this Contract (in which event Buyer shall be entitled to a return of the Deposit and all other obligations of the parties hereto shall cease except those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereof) or purchase the Property in accordance with the terms hereof, without reduction in the Purchase Price, together with an assignment of Seller’s rights to any award paid or payable by or on behalf of the condemning authority. If Seller has received payments from the condemning authority and if Buyer elects to purchase the Property, Seller shall credit the amount of said payments against the Purchase Price at the Closing (less amounts reasonably expended by Seller in repairing the damage or collecting the proceeds prior to the Closing Date). 10.5 Seller shall promptly notify Buyer of any material damage or destruction to the Property or any notice received by it or information or awareness acquired by it regarding the threatening of or commencement of condemnation or similar proceedings.

Damage or Destruction Condemnation. 10.1 (a) The risk of loss, damage or destruction to the Property by fire or other casualty or the taking of all or part of the Property by condemnation or eminent domain or by an agreement in lieu thereof until the Closing is assumed by Seller. From and after the date hereof through Closing, Seller covenants to maintain (or cause the Owner LLCs to maintain) insurance coverage with 100% replacement cost and terrorism insurance with full replacement cost subject to an overall limit of $375,000,000 for all properties of Seller and affiliates of Seller. 10.2 (b) In the event of partial damage or destruction of the Property of a type which canwhich, under the circumstances, can reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to be restored or repaired at a cost of $500,000.00 2,500,000 or lessless as to any of the 1201 Property, then 1225 Property, 0000 X. Xxxxxxx Property or 400 Virginia Property, individually, and which may legally be restored or repaired to their former condition, does not result in a termination of any Lease with any Major Tenant and which casualty is fully insured under Seller’s insurance (subject only to a deductible which is credited to Buyer) and for which rent loss insurance is still available to the applicable Owner LLC after Closing in each case, without a change of control exclusion, then, Buyer shall (unless such damage has been repaired by Seller in a good and workmanlike manner prior to Closing), Closing as approved by Buyer) accept title to the Property in its destroyed or damaged condition. Buyer shall pay the full Purchase Price at Closing without reductionreduction (except as set forth below), and Seller shall pay over or assign to Buyer all rights to any proceeds of insurance payable (or paid) with respect to such destruction or damage damage, together with amounts equal to any deductibles thereunder (less amounts actually and reasonably expended by Seller or the Owner LLC (as approved by Buyer) in repairing the damage or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.3 (c) In the event that the Property shall have been damaged or destroyed, the cost of repair or restoration of which would reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to exceed the sum of $500,000.00 2,500,000 as to any of the 1201 Property, 1225 Property, 0000 X. Xxxxxxx Property or 400 Virginia Property, individually, or which cannot be legally restored or repaired to their former condition or which results in a termination of any Lease with any Major Tenant or which casualty is less than $500,000.00, but not fully covered by insured under Seller’s insurance (subject only to commercially reasonable a deductible which is credited to Buyer) or for which rent loss insurance deductiblesis not available to the applicable Owner LLC after Closing for any reason, then at Buyer’s election, Seller shallBuyer may elect, unless Seller has the Owner LLCs have previously repaired or restored the Property to its their former condition, either to (a) terminate this Contract pay over or assign to Buyer at Closing all amounts recovered or recoverable on account of any insurance, together with amounts equal to any deductibles thereunder, less any amounts reasonably and actually expended by delivering written notice to Seller, in which case the Owner LLCs for partial restoration or collection of insurance proceeds (approved by Buyer) or (b) direct Escrow Agent shall to return the Deposit to Buyer and this Contract shall terminate, in which case all other obligations of the parties hereto shall cease except for those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereof, and this Contract shall be void and without recourse obligations expressly stated to the parties hereto or survive such termination. (bd) pay over or assign to Buyer all rights to any proceeds of insurance payable with respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage or collecting proceeds If prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.4 If prior the Closing Date, all or a material portion part of the Property is taken by condemnation, eminent domain or by agreement in lieu thereof, or any proceeding to acquire, take or condemn all or a material portion part of the Property is threatened or commenced, Buyer may either terminate this Contract (in which event Buyer shall be entitled to a return of the Deposit and all other obligations of the parties hereto shall cease except those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereofDeposit) or purchase the Property Shares and the 0000 X. Xxxxxxx Interest in accordance with the terms hereof, without reduction in the Purchase Price, together with an assignment of Seller’s rights to any award paid or payable by or on behalf of the condemning authorityPrice (except as set forth below). If Seller the Seller, the Company or any LLC has received payments from the condemning authority and if Buyer elects to purchase the PropertyShares and the 0000 X. Xxxxxxx Interest, Seller the Seller, the Company or such LLC shall credit pay over to Buyer the amount of said payments (less the Seller’s, the Company’s or the LLCs’ actual and reasonable out of pocket costs of collection (as approved by Buyer)) against the Purchase Price at the Closing (less amounts reasonably expended by Seller in repairing the damage or collecting the proceeds prior to the Closing Date)Closing. 10.5 Seller shall promptly notify Buyer of any material damage or destruction to the Property or any notice received by it or information or awareness acquired by it regarding the threatening of or commencement of condemnation or similar proceedings.

Damage or Destruction Condemnation. 10.1 The Seller shall bear the risk of loss, loss or damage or destruction to the Property by fire or other casualty or from the taking date of this Agreement until the Close of Escrow. Buyer shall have the right to terminate this Agreement if all or a material part of the Property by condemnation or eminent domain or by an agreement in lieu thereof until the Closing is assumed by Seller. 10.2 In the event destroyed without fault of partial damage or destruction of the Property of a type which can, under the circumstances, reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to be restored or repaired at a cost of $500,000.00 or less, then Buyer shall (unless such damage has been repaired by Seller in a good and workmanlike manner prior to Closing), accept title to the Property in its destroyed or damaged condition. Buyer shall pay the full Purchase Price at Closing without reduction, and Seller shall pay over or assign to Buyer all rights to any proceeds of insurance payable with respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.3 In the event that the Property shall have been damaged or destroyed, the cost of repair or restoration of which would reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to exceed the sum of $500,000.00 or is less than $500,000.00, but not fully covered by insurance subject to commercially reasonable insurance deductibles, then at Buyer’s election, Seller shall, unless Seller has previously repaired or restored the Property to its former condition, either (a) terminate this Contract by delivering written notice to Seller, in which case the Escrow Agent shall return the Deposit to Buyer and all other obligations of the parties hereto shall cease except those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereof, and this Contract shall be void and without recourse to the parties hereto or (b) pay over or assign to Buyer all rights to any proceeds of insurance payable with respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.4 If prior the Closing Date, all or a material portion part of the Property is taken by condemnation, or subject to a written threat of taking by eminent domain or by agreement in lieu thereofdomain. Buyer shall give written notice of Buyer's election to either (i) terminate this Agreement, or (ii) proceed to Closing within five (5) business days after Buyer receives written notice from Seller of any proceeding damage to acquire, take or condemn all or a material portion condemnation of the Property is threatened or commenced, which entitles Buyer may either to terminate this Contract (in which event Agreement. If Buyer does not give such notice, then this Agreement shall be entitled deemed terminated and of no further force or effect. If Buyer elects to a return of the Deposit and all other obligations of the parties hereto proceed to Closing, there shall cease except those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereof) or purchase the Property in accordance with the terms hereof, without be no reduction in the Purchase Price, together but Seller shall, at Close of Escrow, assign to Buyer (a) any insurance proceeds paid or payable with an assignment of Seller’s rights respect to any such damage; or (b) the entire award paid or payable by or on behalf of the condemning authority. If Seller has received payments from the condemning authority and if with respect to such condemnation proceeding, whichever is applicable, plus Buyer elects to purchase the Property, Seller shall will receive a credit for the amount of said payments against any insurance deductible. As used herein, the Purchase Price at term "material part of the Closing (less amounts reasonably expended Property" means any portion of the Property having a value of $50,000.00 or more, in the aggregate or which would give FDXG the right to abate rent under the Lease or terminate the Lease. If any non-materixx xxrt of the Property is damaged or taken by or subject to potential or threatened taking by eminent domain without fault of Buyer, Buyer will have no right to terminate, but Seller in repairing will assign any insurance proceeds paid or payable with respect to such damage to Buyer, plus give Buyer a credit for the damage or collecting the proceeds prior to the Closing Date). 10.5 Seller shall promptly notify Buyer amount of any material damage insurance deductible or destruction the entire condemnation award paid or payable with respect to the Property or any notice received by it or information or awareness acquired by it regarding the threatening of or commencement of such condemnation or similar proceedingsproceeding.

Damage or Destruction Condemnation. 10.1 The risk of loss, damage or destruction to the Property by fire or other casualty or the taking of all or part of the Property by condemnation or eminent domain or by an agreement in lieu thereof until the Closing is assumed by Seller. 10.2 In the event of partial damage or destruction of the Property of a type which canthat, under the circumstances, reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to be restored or repaired at a cost of $500,000.00 or less, then Buyer shall (unless such damage has been repaired by Seller in a good and workmanlike manner prior to Closing), accept title to the Real Property in its is destroyed or materially damaged condition. Buyer by casualty, or if material condemnation proceedings are commenced against the Real Property, Purchaser shall pay have the full Purchase Price at Closing without reductionright to terminate this Agreement by giving written notice of termination to Seller within fifteen (15) days after receiving written notice of such damage, and Seller shall pay over or assign to Buyer all rights to any proceeds of insurance payable with respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against the Purchase Price in the amount of any deductible. 10.3 In the event that the Property shall have been damaged or destroyed, the cost of repair or restoration of which would reasonably be expected (based on the estimate of a licensed architect or engineer selected by Seller) to exceed the sum of $500,000.00 or is less than $500,000.00, but not fully covered by insurance subject to commercially reasonable insurance deductibles, then at Buyer’s election, Seller shall, unless Seller has previously repaired or restored the Property to its former condition, either (a) terminate this Contract by delivering written notice to Sellercondemnation proceedings, in which case the Escrow Agent Deposit shall return the Deposit immediately be returned to Buyer Purchaser and all other neither party shall have any further rights or obligations under this Agreement except for those which expressly survive termination of this Agreement. For purposes of the parties hereto shall cease except those set forth in Sections 9.4foregoing, ARTICLE 15, and Section 20.15 hereof, and this Contract shall be void and without recourse “material damage by casualty” means loss or damage to the parties hereto Real Property or any portion thereof by casualty such that the cost of repairing or restoring the Real Property in question to a condition substantially identical to that of the Real Property in question prior to the event of casualty would be, in the certified opinion of The Xxxxxxx Group and a qualified contractor or architect selected by Purchaser, equal to or greater than Nine Hundred Fifteen Thousand Dollars and NO/100 (b) pay over $915,000.00). For purposes of the foregoing, a “material condemnation” means any condemnation of any portion of the Real Property having a value equal to or assign greater than One Hundred Thousand Dollars and NO/100 ($100,000.00). Except to Buyer all rights the extent Purchaser is permitted to terminate this Agreement pursuant to the preceding sentences, Purchaser shall, in the event of any proceeds of insurance payable casualty or condemnation with respect to such destruction the Property, accept the Property in its then condition and proceed with the Closing on the purchase of the Property under this Agreement, with no reduction, offset or damage (less amounts reasonably expended by Seller in repairing the damage abatement of or collecting proceeds prior to the Closing Date) and Buyer shall have a credit against Purchase Price, except that the Purchase Price in shall be reduced by the amount of any deductible. 10.4 deductible applicable to Seller’s insurance coverage. If prior Purchaser elects or is obligated to accept the Closing DateProperty and proceed to Closing, all proceeds of insurance or a material portion condemnation awards payable to Seller or received by Seller by reason of the Property is taken by condemnationsuch damage, eminent domain destruction or by agreement in lieu thereof, or any proceeding to acquire, take or condemn all or a material portion of the Property is threatened or commenced, Buyer may either terminate this Contract (in which event Buyer condemnation shall be entitled to a return of the Deposit and all other obligations of the parties hereto shall cease except those set forth in Sections 9.4, ARTICLE 15, and Section 20.15 hereof) or purchase the Property in accordance with the terms hereof, without reduction in the Purchase Price, together with an assignment of Seller’s rights to any award paid or payable by or on behalf of the condemning authority. If Seller has received payments from the condemning authority and if Buyer elects assigned to purchase the Property, Seller shall credit the amount of said payments against the Purchase Price Purchaser at the Closing (less amounts reasonably expended by Seller in repairing the damage or collecting the proceeds prior to the Closing Date)Closing. 10.5 Seller shall promptly notify Buyer of any material damage or destruction to the Property or any notice received by it or information or awareness acquired by it regarding the threatening of or commencement of condemnation or similar proceedings.