Common use of Fire or Other Casualty; Condemnation Clause in Contracts

Fire or Other Casualty; Condemnation. 11.1 If during the term of this Lease the leased premises shall be damaged or destroyed by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor may terminate this lease and end the term hereof, and in case of such termination and cancellation the rent shall be paid to the date of such fire or other casualty and all other further obligations on the part of either party hereto shall cease. Lessor is required to notify Lessee of whether it will repair or terminate within thirty (30) days of the date of such damage or destruction. Provided, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such award, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease term.

Fire or Other Casualty; Condemnation. 11.1 14.1 If during the term of this Lease the leased premises shall be Property or any part thereof is damaged or destroyed by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately casualty prior to such event, the Closing Date which would cost in excess of One Hundred Thousand and until such premises have been duly repaired and restored no/100's Dollars ($100,000.00) to repair (as determined by an insurance adjuster selected by the rent herein reservedinsurance carriers), or which may have a just material affect on the income generated by the Property and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor is not covered by rental loss insurance. Purchaser may terminate this lease Agreement by written notice to Seller given on or before the earlier of (i) twenty (20) days following such casualty or (ii) the Closing Date. In the event of such termination, this Agreement shall be of no further force and end effect and, except for the term hereofSurviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and in case Seller shall direct the Title Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not elect to terminate this Agreement or the cost of such termination repair is determined by said adjuster to be less than One Hundred Thousand and cancellation no/100's Dollars ($100,000.00), the rent Closing shall be paid take place as herein provided without abatement of the Purchase Price, and Seller shall assign and transfer to Purchaser on the Closing Date, without warranty or recourse, all of Seller's right, title and interest to the date balance of insurance proceeds paid or payable to Seller on account of such fire or other casualty remaining after reimbursement to Seller for the total amount of all costs and all other further obligations expenses incurred by Seller in connection therewith including but not limited to making emergency repairs, securing the Property and complying with applicable governmental requirements. Seller shall pay to Purchaser the amount of the deductible of any of Seller's applicable insurance policies. 14.2 If any material portion of the Property is taken in eminent domain proceedings (or is the subject of a pending or threatened taking or eminent domain proceeding) prior to Closing, Purchaser may terminate this Agreement by notice to Seller given on or before the part earlier of either party hereto shall cease. Lessor is required to notify Lessee of whether it will repair or terminate within thirty (30i) twenty (20) days of after such taking or pending or threatened taking or (ii) the date of such damage or destruction. ProvidedClosing Date, howeverand, that in the event of such termination, this Agreement shall be of no further force and effect and, except for the premises are Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Title Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not so restored within elect to terminate or if the taking is not material, then the Closing shall take place as herein provided without abatement of the Purchase Price, and Seller shall deliver or assign to Purchaser on hundred eighty the Closing Date, without warranty or recourse, all of Seller's right, title and interest in and to all condemnation awards paid or payable to Seller. For purposes hereof, a "material portion" of the Property shall mean (180i) days after any access to the occurrenceProperty, Lessee may(ii) any parking spaces at the Property such that the Property would be rendered in noncompliance with law or the provisions of any of the Leases covering required number of parking spaces, at (iii) any gross leasable area of the Property, (iv) if any tenant has the right to terminate its optionLease as a result of such action, terminate this lease. 11.2 Lessee shall be entitled in or (v) any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses common area or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such award, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent the portion of the space then leased to Xxxxxx, Lessee shall have Property which may adversely affect the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder operations of the lease termProperty or the expansion or development thereof.

Fire or Other Casualty; Condemnation. 11.1 14.1. Seller agrees to maintain the property insurance policy or policies in respect of the Premises, including fire and extended coverage and to give Purchaser reasonably prompt notice of any fire or other casualty occurring at the Premises of which Seller obtains knowledge, between the date hereof and the date of the Closing, or of any actual or threatened in writing condemnation of all or any party of the Premises of which Seller obtains knowledge. 14.2. If during prior to the term of this Lease Closing there shall occur damage to the leased premises shall be damaged or destroyed Premises caused by fire or other casualties so that casualty which would (i) cost two hundred fifty thousand ($250,000) dollars or more to repair, as reasonably determined by an engineer selected by Seller and reasonably satisfactory to Purchaser or (ii) materially interfere with the premises operation of the Premises, then Purchaser may elect to terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice referred to in Section 12.1 hereof, or at the Closing, whichever is earlier. If prior to the Closing there shall thereby be rendered unfit for use a taking by condemnation of any portion of the Premises then Purchaser may elect to terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser the notice referred to in Section 12.1 hereof, or occupationat the Closing, Lessor shall have the option whichever is earlier. If this Agreement is terminated pursuant to either (a) repair such damage with all reasonable diligence of the preceding sentences, Seller shall promptly pay to Purchaser Purchaser's title and restore the premises to substantially the condition immediately prior to such eventsurvey costs, if any, and until such premises have been duly repaired this Agreement shall thereupon be deemed terminated and restored the rent herein reserved, of no further force or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor may terminate this lease and end the term hereofeffect, and in case of such termination and cancellation the rent shall be paid to the date of such fire or other casualty and all other further obligations on the part of either neither party hereto shall ceasethereupon have any further obligation to the other, except that the provisions of Article 7 hereof shall survive such termination. Lessor is required If Purchaser does not elect to notify Lessee of whether it will repair or terminate within thirty (30) days this Agreement, then the Closing shall take place as herein provided, without abatement of the date of such damage or destruction. ProvidedPurchase Price: provided, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee Purchaser shall be entitled in to receive any full or partial taking by eminent domain to take that portion insurance proceeds otherwise due Seller as a result of the net damage to the Premises (whether received before or after Closing) or the proceeds of any condemnation award representing payment to the extent payable before or after the Closing, less any amounts (i) actually and reasonably expended or incurred by the Seller in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys' fees and expenses) and/or (ii) theretofore actually and reasonably incurred or expended by or for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on the account of such taking. Xxxxxx agrees that this Lease shall control rights the Seller for the cost of Xxxxxx and Xxxxxx in any such awardrestoration or emergency repairs made by or on behalf of Seller, and any contrary provision of any present Seller shall pay to Purchaser, or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of allow as a credit against the space then leased Purchase Price, an amount equal to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as net proceeds of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease terminsurance proceeds or condemnation award.

Fire or Other Casualty; Condemnation. 11.1 If during In the term event that prior to the Closing Date, a Material Portion of the Assets is destroyed or suffers Material Damage, or if condemnation proceedings are commenced against all or a Material Portion of the Business Premises, Seller shall promptly give Buyer written notice of the occurrence of such damage, destruction or condemnation proceeding. Buyer shall then have the right, exercisable by giving notice of such decision to Seller within 10 Business Days after receiving such written notice from Seller of such damage, destruction or condemnation proceedings, to terminate this Lease Agreement, in which case neither party shall have any further rights or obligations hereunder and the leased premises Deposit, together with interest thereon in Escrow, shall be damaged or destroyed by fire or returned to Buyer. If Buyer elects within such 10 Business Day period to accept the Assets in their then condition, all proceeds of insurance (other casualties so that the premises shall thereby be rendered unfit for use or occupationthan any business interruption insurance), Lessor shall have the option to either (a) repair such damage with after deducting all reasonable diligence and restore the premises to substantially the condition immediately prior to expenses of Seller in repairing such eventdamage, and until such premises have been duly repaired and restored the rent herein reservedif any, or a just and proportionate part thereof according to the nature and extent Seller's share of the injury which has been sustained shall be abated, or any such condemnation awards (bbut exclusive of awards for business interruption) Lessor may terminate this lease and end the term hereof, and in case of such termination and cancellation the rent shall be paid or assigned to Buyer at the Closing with no reduction in the Purchase Price. In the event that, after the Effective Date, there is damage to the date Assets which does not constitute Material Damage, Buyer shall not have the right to terminate the Agreement by reason thereof and Seller will promptly repair or replace the affected Assets at Seller's expense prior to or within a reasonable time after the Closing Date or pay Buyer the cost of such fire or other casualty and all other further obligations on the part of either party hereto shall cease. Lessor is required to notify Lessee of whether it will repair or terminate replacement as determined below. Seller shall give Buyer written notice within thirty (30) days 15 Business Days of the date occurrence of any such non-Material Damage and of Seller's election to repair or replace the affected Assets as provided above or to pay Buyer the cost of such damage repair or destructionreplacement. ProvidedIf Seller does not deliver the notice described above within such 15 Business Day period, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking Seller shall be deemed to constitute an award have elected to pay Buyer the cost of any such repair or replacement. Any payment from Seller for the cost of the repair or replacement shall be determined based on account bids or other advice from one or more qualified contractors, architects or engineers reasonably acceptable to Seller. Any such payment from Seller shall be made within 10 days after the determination of the amount of such takingpayment. Xxxxxx agrees that this Lease shall control rights In the event of Xxxxxx and Xxxxxx in any such award, and any contrary provision condemnation which is not of any present all or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent a Material Portion of the space then leased to XxxxxxBusiness Premises, Lessee Buyer shall not have the right on thirty (30) days advance written notice, to terminate this Agreement by reason thereof and all condemnation awards payable to Seller by reason thereof shall be paid or assigned to Buyer at the obligations hereunder effective Closing with no reduction in the Purchase Price. This Article XVIII is intended as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for an express provision with respect to destruction and condemnation which supersedes the remainder provisions of the lease termNevada Uniform Vendor and Purchaser Risk Act NRS Section 113.030 et seq.

Fire or Other Casualty; Condemnation. 11.1 If during In the term event that prior to the Closing Date, a Material Portion of the Assets is destroyed or the Assets suffer Material Damage (either a "Material Casualty"), or if condemnation proceedings are commenced against all or a Material Portion of the Business Premises (a "Material Condemnation"), Sellers shall promptly give Purchaser written notice of the occurrence of such damage, destruction or condemnation proceeding. Purchaser shall then have the right, exercisable by giving notice of such decision to Sellers within 10 days after receiving such written notice from Sellers of such damage, destruction or condemnation proceedings, to terminate this Lease Agreement, in which case neither party shall have any further rights or obligations hereunder and the leased premises Deposit, without interest, shall be damaged or destroyed by fire or other casualties so that returned to Purchaser. If notwithstanding the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reservedoccurrence of a Material Casualty, or a just and proportionate part thereof according Material Condemnation, Purchaser elects within such 10 day period to accept the nature and extent Assets in their then condition, all proceeds of the injury which has been sustained shall be abatedinsurance (other than any business interruption insurance), after deducting all reasonable expenses of Sellers in repairing such damage, if any, or Sellers' share of any such condemnation awards (bbut exclusive of awards for business interruption) Lessor may terminate this lease and end the term hereof, and in case of such termination and cancellation the rent shall be paid or assigned to Purchaser at the Closing with no reduction in the Purchase Price. In the event that, after the Effective Date hereof, there is damage to the date of such fire Assets which does not constitute a Material Casualty or other casualty and all other further obligations on the part of either party hereto which is caused by Purchaser, its inspectors or their respective employees or agents, Purchaser shall cease. Lessor is required to notify Lessee of whether it will repair or terminate within thirty (30) days of the date of such damage or destruction. Provided, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such award, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as Agreement by reason thereof, but shall proceed to Closing, in which event Sellers shall (A) credit the amount of the applicable insurance deductible against the Purchase Price (except if such takingcasualty is caused by Purchaser, or Purchaser's Inspectors or their employees or agents), and (B) transfer and assign to Purchaser all of Sellers' right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Sellers with respect to the Business Premises, except those proceeds allocable to costs incurred by, and lost profits of, Sellers for the period prior to the Closing. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted In the event of condemnation which is not of a pro-rata basis for Material Condemnation, Purchaser shall not have the remainder right to terminate this Agreement by reason thereof and all condemnation awards payable to Sellers by reason thereof shall be paid or assigned to Purchaser at the Closing with no reduction in the Purchase Price. This Article 13 is intended as an express provision with respect to destruction and condemnation which supersedes the provisions of the lease termNevada Uniform Vendor and Purchaser Risk Act NRS Section 113.030 et seq.

Fire or Other Casualty; Condemnation. 11.1 (a) Contributor (if the Contributor Representative) agrees to give NSA reasonably prompt notice of any fire or other casualty occurring at the Property of which Contributor obtains knowledge, between the date hereof and the date of the Closing, or of any actual or threatened condemnation of all or any part of the Property of which Contributor obtains knowledge. (b) If during prior to the term of this Lease Closing there shall occur (i) damage to the leased premises shall be damaged or destroyed Property caused by fire or other casualties so that casualty which would cost an amount equal to $200,000 (the premises shall thereby be rendered unfit for use “Material Amount”) or occupationmore to repair, Lessor shall have as reasonably determined by an engineer selected by the option Contributor Representative which is reasonably satisfactory to NSA or (ii) a taking by condemnation of any material portion of the Property, then, and in either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, NSA may elect to terminate this Agreement by written notice given to Contributor, in which event this Agreement shall thereupon be null and until such premises void and neither party hereto shall thereupon have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according any further obligation to the nature other, except for the provisions hereof which expressly survive the termination of this Agreement. If NSA does not elect to terminate this Agreement, then the Closing shall take place as herein provided, and Contributor [shall cause the [Property Owner][Tenant] to] assign to NSA [Partner] at the Closing, by written instrument, all of [Property Owner’s][Tenant’s][Contributor’s] interest in and to any insurance proceeds or condemnation awards which may be payable on account of any such fire, casualty or condemnation, and [Contributor shall cause the [Property Owner][Tenant] to] deliver to NSA [Partner] any such proceeds or awards actually theretofore paid to or on behalf of [Property Owner][Tenant][Contributor], less any amounts (the “Reimbursable Amounts”) (i) actually and reasonably expended or incurred by [Property Owner][Tenant][Contributor] in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys’ fees and expenses) and/or (ii) theretofore actually and reasonably incurred or expended by or for the account of [Property Owner][Tenant][Contributor] for the cost of any compliance with Laws, protective restoration or emergency repairs made by or on behalf of [Property Owner][Tenant][Contributor] (to the extent [Property Owner][Tenant][Contributor] has not theretofore been reimbursed by its insurance carriers for such expenditures), and [Property Owner][Tenant][Contributor] shall pay to NSA the amount of the injury which has been sustained shall be abateddeductible, if any, under [Property Owner’s][Tenant’s][Contributor’s] property insurance policy(ies), less all Reimbursable Amounts not received by [Property Owner][Tenant][Contributor] from any insurance proceeds or (b) Lessor may terminate this lease and end the term hereof, and in case of such termination and cancellation the rent shall be condemnation awards paid to [Property Owner][Tenant][Contributor] prior to the date Closing. The proceeds of such rent interruption insurance, if any, shall on the Closing Date be appropriately apportioned as provided in Section 6.8. The provisions of this Section 9.1 shall survive the Closing for one year. (c) If, prior to the Closing, there shall occur (i) damage to the Property caused by fire or other casualty and all other further obligations on which would cost less than the Material Amount to repair, as determined by an engineer selected by the Contributor Representative which is reasonably satisfactory to NSA, or (ii) a taking by condemnation of any part of either party hereto shall cease. Lessor the Property which is required to notify Lessee of whether it will repair or terminate within thirty (30) days of the date of such damage or destruction. Providednot material, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardthen, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxxeither such event, Lessee neither NSA nor Contributor shall have the right on thirty (30) days advance written notice, to terminate its obligations under this Agreement by reason thereof, but Contributor shall [cause [Property Owner][Tenant] to] assign to NSA at the obligations hereunder effective Closing, by written instrument, all of [Property Owner’s][Tenant’s][Contributor’s] interest in any insurance proceeds or condemnation awards which may be payable to [Property Owner][Tenant][Contributor] on account of any such fire, casualty or condemnation, and Contributor shall [cause [Property Owner][Tenant] to] deliver to NSA any such proceeds or awards actually theretofore paid to or on behalf of [Property Owner][Tenant][Contributor], in each case less any Reimbursable Amounts, and Contributor shall [cause [Property Owner][Tenant] to] pay to NSA the amount of the deductible, if any, under [Property Owner’s][Tenant’s][Contributor’s] property insurance policy(ies), less all Reimbursable Amounts not received by [Property Owner][Tenant][Contributor] from any insurance proceeds or condemnation awards paid to [Property Owner][Tenant][Contributor] prior to the Closing. The proceeds of rent interruption insurance, if any, shall on the Closing Date be appropriately apportioned as provided in Section 6.8. The provisions of such taking. If Xxxxxx continues occupancy following this Section 9.1 shall survive the Closing for one year. (d) For purposes of this Article 9, a partial taking, rent will be adjusted taking by condemnation or eminent domain of a pro-rata basis for the remainder material portion of the lease termProperty shall mean any taking which causes a diminution in value of the Property in excess of the Material Amount or eliminates or materially restricts access to the Property. (e) In the event NSA elects not to terminate this Agreement in accordance with Section 9.1(b) above, or upon the occurrence of the events set forth in Section 9.1(c)(i) or Section 9.1(c)(ii) above, Contributor (if the Contributor Representative) shall have the right to negotiate, compromise or contest the obtaining of any insurance proceeds and/or any condemnation awards, subject to NSA’s written consent, which consent shall not be unreasonably withheld or delayed.

Fire or Other Casualty; Condemnation. 11.1 Seller agrees to (a) maintain (i) its present property insurance policy including fire and extended coverage or (ii) similar insurance coverage and (b) give Purchaser reasonably prompt notice of any fire or other casualty occurring at the Property of which Seller obtains knowledge, between the date hereof and the Closing Date, or of any actual or threatened condemnation of all or any part of the Property of which Seller obtains knowledge. 11.2 If during prior to the term of this Lease Closing there shall occur (a) damage to the leased premises shall be damaged or destroyed Property caused by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option casualty which would cost an estimated amount equal to either fifteen percent (a15%) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury Purchase Price or more to repair, as reasonably determined by an engineer selected by Seller which has been sustained shall be abated, is reasonably satisfactory to Purchaser or (b) Lessor may terminate this lease and end a taking by condemnation of any material portion of the term hereofProperty then, and in case either such event, Purchaser may elect to terminate this Agreement by notice given to Seller within ten (10) days after Seller has given Purchaser the notice referred to in Section 11.1 hereof, or at the Closing, whichever is earlier, in which event Seller shall promptly instruct Title Company to return the Downpayment and upon Purchaser’s receipt of the Downpayment, this Agreement shall thereupon be null and void and neither party hereto shall thereupon have any further obligation to the other, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as herein provided, without abatement of the Purchase Price, and Seller shall assign to Purchaser at the Closing, by written instrument in form reasonably satisfactory to Purchaser, all of Seller’s interest in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such termination fire, casualty or condemnation, shall deliver to Purchaser any such proceeds or awards actually theretofore paid, less any amounts (the “Reimbursable Amounts”) (i) actually and cancellation reasonably expended or incurred by Seller in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys’ fees and expenses) and/or (ii) theretofore actually and reasonably incurred or expended by or for the rent account of Seller for the cost of any compliance with laws, protective restoration or emergency repairs made by or on behalf of Seller (to the extent Seller has not theretofore been reimbursed by its insurance carriers for such expenditures); and Seller shall be pay to Purchaser the amount of the deductible, if any, under Seller’s property insurance policy(ies), less all Reimbursable Amounts not received by Seller from any insurance proceeds or condemnation awards paid to Seller prior to the date of such Closing. 11.3 If, prior to the Closing, there shall occur (a) damage to the Property caused by fire or other casualty which is estimated to cost less than fifteen percent (15%) of the Purchase Price to repair, as reasonably determined by an engineer selected by Seller which is reasonably satisfactory to Purchaser or (b) a taking by condemnation of any part of the Property which is not material, then, and in either such event, Purchaser shall not have the right to terminate this Agreement by reason thereof, but Seller shall assign to Purchaser at the Closing, by written instrument in form and substance reasonably satisfactory to Purchaser, all other further obligations of Seller’s interest in any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation, or shall deliver to Purchaser any such proceeds or awards actually theretofore paid, in each case less any Reimbursable Amounts; and Seller shall pay to Purchaser the amount of the deductible, if any, under Seller’s property insurance policy(ies), less all Reimbursable Amounts not received by Seller from any insurance proceeds or condemnation awards paid to Seller prior to the Closing. The proceeds of rent interruption insurance, if any, shall on the Closing Date be appropriately apportioned between Purchaser and Seller. 11.4 Nothing contained in this Section 11 shall be construed to impose upon Seller any obligation to repair any damage or destruction caused by fire or other casualty or condemnation. For purposes of this Section 11, a taking of a material part of either party hereto the Property shall cease. Lessor is required to notify Lessee of whether it will repair or terminate within thirty mean a taking (30i) days affecting more than fifteen percent (15%) of the date Property, (ii) adversely affecting, other than temporarily, material access to the Building from public rights of way or (iii) impacting any significant structural component or significant operating system of the Building that has a material impact on the overall use or operation of the Property. If Purchaser does not elect to terminate this Agreement in accordance with Section 11.2, or upon the occurrence of the events set forth in Section 11.3(a) or Section 11.3(b), Seller shall have the exclusive right to negotiate, compromise or contest the obtaining of any insurance proceeds and/or any condemnation awards subject to Purchaser’s reasonable consent thereto. Further, Purchaser shall have no right to terminate this Agreement if any damage or destruction caused by fire or other casualty or condemnation occurs to only one Building, unless such damage or destruction. Provided, however, that destruction would cost an estimated amount equal to fifteen percent (15%) of the Purchase Price or more to repair or such condemnation results in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such award, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder material part of the lease terma Building.

Fire or Other Casualty; Condemnation. 11.1 14.1 If during the term of this Lease the leased premises shall be Property or any party thereof is damaged or destroyed by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately casualty prior to such eventthe Closing Date which would cost in excess of $750,000 to repair (as determined by an insurance adjuster mutually selected by Purchaser and Seller), and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor Purchaser may terminate this lease Agreement by written notice to Seller given on or before the earlier of (i) twenty (20) days following such casualty or (ii) the Closing Date. In the event of such termination, this Agreement shall be of no further force and end effect and (except for the term hereofSurviving Obligations) neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Title Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not elect to terminate this Agreement, or in case the event of such termination fire or casualty that costs less than $750,000 to repair (as determined above), then the Closing shall take place as herein provided without abatement of the Purchase Price, and cancellation Seller shall assign and transfer to Purchaser on the rent shall be Closing Date, without warranty or recourse, all of Seller's right, title and interest to all insurance proceeds paid or payable to the date Seller on account of such fire or other casualty and Seller shall pay the cost of the deductible of such insurance policy. If Purchaser does not terminate as aforesaid, Seller agrees not to settle, compromise or adjust any pending insurance claim relating to such fire or casualty without first obtaining Purchaser's prior written consent, which consent will not be unreasonably withheld or delayed. 14.2 If any material portion of the Property is taken in eminent domain proceedings prior to Closing, Purchaser may terminate this Agreement by notice to Seller given on or before the earlier of (i) twenty (20) days after such taking or (ii) the Closing Date, and, in the event of such termination, this Agreement shall be of no further force and effect and, except for the Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Title Company to promptly return all other further obligations Xxxxxxx Money to Purchaser. If Purchaser does not so elect to terminate, or in the event of a non-material taking, the Closing shall take place as herein provided without abatement of the Purchase Price, and Seller shall assign and transfer to Purchaser on the part Closing Date, without warranty or recourse, all of either party hereto shall cease. Lessor is required Seller's right, title and interest in and to notify Lessee of whether it will repair all condemnation awards paid or terminate within thirty (30) days of the date of such damage or destruction. Providedpayable to Seller; provided, however, that in the event the premises are Seller agrees not so restored within on hundred eighty (180) days after the occurrenceto settle, Lessee maycompromise or adjust any pending condemnation claim without first obtaining Purchaser's prior written consent, at its option, terminate this leasewhich consent shall not be unreasonably withheld or delayed. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such award, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease term.

Fire or Other Casualty; Condemnation. 11.1 If during 10.1 Seller agrees to give Purchaser reasonably prompt notice of any fire or other casualty occurring at the term Premises of this Lease which Seller obtains knowledge, between the leased premises date hereof and the date of the Closing, or of any actual or threatened condemnation of all or any part of the Premises of which Seller obtains knowledge. 10.2 If, prior to the Closing, there shall be damaged or destroyed occur (a) damage to the Premises caused by fire or other casualties so that the premises casualty which would cost $1,750,000.00 or more to repair as determined by Seller's engineer (such engineer subject to Purchaser's reasonable approval) which determination shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence conclusive as between Seller and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reservedPurchaser, or a just and proportionate part thereof according if the damage to the nature and extent Premises is less than $1,750,000.00 but damage to the portions of the injury which has been sustained shall be abatedProperty other than the Premises would materially adversely affect Purchaser's ability to operate the Premises for office use, or (b) Lessor may terminate this lease and end a taking by condemnation of any portion of the term hereofProperty which materially adversely affects Purchaser's ability to operate the Premises for office use, then, and in either such event, Purchaser may elect to terminate this Agreement by written notice given to Seller within ten (10) business days after Seller has given Purchaser the notice referred to in Section 10.1 hereof, or Purchaser has received the written estimate of the engineer as to the cost of restoration, as the case may be, in which event Seller shall repay to Purchaser the Refundable First Downpayment, the repayment of such Refundable First Downpayment to be made within sixty (60) days from the effective date of such termination but no earlier than by December 1, 1997 and cancellation no later than by December 31, 1997 and this Agreement shall thereupon be null and void and neither party hereto shall thereupon have any further obligation to the rent other, except that the provisions of Sections 4.2, 4.3, 30.3.4.1 and Articles 11, 18, and 26 hereof shall be survive such termination. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as herein provided, without abatement of the Purchase Price, and Seller shall cause DAP to assign to the Tenancy all of DAP's interest in any insurance proceeds or condemnation awards applicable to the Property and to deliver to the Tenancy any such proceeds or awards theretofore paid to DAP. The parties agree that the date provisions of such Article 10 and Article 11 of the TIC Agreement shall govern the parties as if the casualty and/or condemnation had occurred during the term of the Tenancy. 10.3 If, prior to the Closing, there shall occur (a) damage to the Premises caused by fire or other casualty which would cost less than $1,750,000.00 to repair, as determined by Seller's engineer (such engineer subject to Purchaser's reasonable approval), which determination shall be conclusive as between Seller and all other further obligations on Purchaser, or damage to the Property which does not materially adversely affect Purchaser's ability to operate the Premises for office use or (b) a taking by condemnation of any part of either party hereto shall cease. Lessor is required the Property which does not materially affect Purchaser's ability to notify Lessee of whether it will repair or terminate within thirty (30) days of operate the date of such damage or destruction. ProvidedPremises for office use, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardthen, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxxeither such event, Lessee neither party shall have the right on thirty (30) days advance written notice, to terminate its obligations under this Agreement by reason thereof and Seller shall cause DAP to assign to the obligations hereunder effective as Tenancy all of DAP's interest in any insurance proceeds or condemnation awards applicable to the Property and to deliver to the Tenancy any such takingproceeds or awards theretofore paid to DAP. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted The parties agree that the provisions of a pro-rata basis for the remainder Article 10 and Article 11 of the lease termTIC Agreement shall govern the parties as if the casualty and/or condemnation had occurred during the term of the Tenancy.

Fire or Other Casualty; Condemnation. 11.1 If during If, prior to the term of this Lease the leased premises Closing, there shall be damaged or destroyed occur (a) damage caused by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, casualty or (b) Lessor a taking by condemnation of the Property which would (i) cost an amount equal to three million dollars ($3,000,000.00) or more to repair, as reasonably determined by an engineer selected by Seller which is reasonably satisfactory to Purchaser; (ii) permit a Tenant under a Lease to terminate its Lease or (iii) permit a Tenant under a Lease to axxxx its rent thereunder for a period of not less than two (2) consecutive months pursuant to an express right therein, then, in any such event, Seller shall deliver to Purchaser written notice of such casualty or condemnation within five (5) Business Days of obtaining knowledge of same and Purchaser may elect to terminate this lease and end the term hereof, and in case of such termination and cancellation the rent shall be paid Agreement by written notice given to Seller within ten (10) Business Days after the date of such fire the casualty or other casualty condemnation, in which event Seller shall promptly instruct Escrow Agent, to refund to Purchaser the Downpayment (together with all interest earned thereon), and all other further obligations on the part of either this Agreement shall thereupon be null and void and neither party hereto shall ceasethereupon have any further obligation to the other, except for the provisions hereof that by their express terms survive the termination of this Agreement. Lessor is required If Purchaser does not elect to notify Lessee of whether it will repair or terminate within thirty (30) days this Agreement, then the Closing shall take place as herein provided, without abatement of the date Purchase Price, and Seller shall assign to Purchaser at the Closing, by written instrument, all of Seller's interest in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such damage fire, casualty or destruction. Providedcondemnation, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement together with a condemning authority credit for the amount of any deductible payable in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such proceeds or award, and shall deliver to Purchaser any contrary provision such proceeds or awards actually theretofore paid, less any amounts due to third-parties (the “Reimbursable Amounts”) (i) actually and reasonably expended or incurred by Seller in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys' fees of outside counsel) and/or (ii) theretofore actually and reasonably incurred or expended by or for the account of Seller for the cost of any present compliance with laws, protective restoration or future law is hereby waivedemergency repairs made by or on behalf of Seller. If any taking The proceeds of rent interruption insurance, if any, shall result in Lessee being deprived of space in excess of 5 percent of on the space then leased to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will Closing Date be adjusted of a pro-rata basis for the remainder of the lease termappropriately apportioned between Purchaser and Seller.

Fire or Other Casualty; Condemnation. 11.1 14.1 If during the term of this Lease the leased premises shall be Property or any part thereof is damaged or destroyed by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately casualty prior to such eventthe Closing Date which would cost in excess of $1,000,000 to repair (as determined by an insurance adjuster selected by the insurance carriers), and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor Purchaser may terminate this lease Agreement by written notice to Seller given on or before the earlier of (i) twenty (20) days following such casualty or (ii) the Closing Date. In the event of such termination, this Agreement shall be of no further force and end effect and, except for the term hereofSurviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and in case Seller shall direct the Escrow Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not elect to terminate this Agreement or the cost of such termination repair is determined by said adjuster to be less than $1,000,000, then the Closing shall take place as herein provided without abatement of the Purchase Price, and cancellation Seller shall assign and transfer to Purchaser on the rent shall be paid Closing Date, without warranty or recourse, all of Seller's right, title and interest to the date balance of insurance proceeds paid or payable to Seller on account of such fire or other casualty remaining after reimbursement to Seller for the total amount of all costs and all other further obligations expenses actually incurred by Seller in connection therewith including but not limited to making emergency repairs, securing the Property and complying with applicable governmental requirements. Seller shall pay to Purchaser the amount of the deductible of any of Seller's applicable insurance policies. 14.2 If any material portion of the Property is taken in eminent domain proceedings prior to Closing, Purchaser may terminate this Agreement by notice to Seller given on or before the part earlier of either party hereto shall cease. Lessor is required to notify Lessee of whether it will repair or terminate within thirty (30i) twenty (20) days of after such taking or (ii) the date of such damage or destruction. ProvidedClosing Date, howeverand, that in the event of such termination, this Agreement shall be of no further force and effect and, except for the premises are Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Escrow Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not so restored within on hundred eighty (180) days after elect to terminate or if the occurrencetaking is not material, Lessee may, at its option, terminate this lease. 11.2 Lessee then the Closing shall be entitled in any full or partial taking by eminent domain to take that portion place as herein provided without abatement of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardPurchase Price, and any contrary provision Seller shall deliver or assign to Purchaser on the Closing Date, without warranty or recourse, all of any present Seller's right, title and interest in and to all condemnation awards paid or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased payable to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease termSeller.

Fire or Other Casualty; Condemnation. 11.1 If during 29.1 Seller agrees to give Purchaser prompt notice of any fire or other casualty occurring at the term Property between the date hereof and the date of this Lease the leased premises shall be damaged Closing provided for hereunder, or destroyed of any actual or threatened condemnation of all or part of the Property, or any appurtenance thereto, or of any actual, proposed or threatened modification or termination of the current access to or from the Property. 29.2 Risk of loss to the Hotel Unit by fire or other casualties so that casualty until the premises Closing Date is assumed by Seller, but without any obligation of Seller to repair or replace such loss or damage to the Hotel Unit, and in the event of any such casualty, this Agreement shall thereby be rendered unfit for use or occupationcontinue in full force and effect, Lessor and Purchaser shall not have the option right to either (a) repair such damage with all reasonable diligence and restore reject title or receive a credit against or abatement in the premises to substantially the condition immediately prior to Purchase Price. In such event, and until Seller shall be entitled to a reasonable period of time within which to complete necessary repairs or replacement. Any proceeds received from insurance or in satisfaction of any claim or action in connection with such premises loss or damage shall (subject to the rights of the Board of Directors of the Condominium Association in the event the Declaration shall have been duly repaired filed) belong entirely to Seller and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor may terminate this lease and end the term hereof, and in case of if such termination and cancellation the rent proceeds shall be paid to Purchaser, Purchaser shall promptly upon receipt thereof turn same over to the date of such fire or other casualty and all other further obligations on the part of either party hereto shall cease. Lessor is required Seller. 29.3 If Seller notifies Purchaser that it does not elect to notify Lessee of whether it will repair or terminate within thirty (30) days of the date of replace any such loss or damage or destruction. Provided, however, that in the event that the premises are Condominium Association does not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full resolve to make such repairs or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid replacement pursuant to an agreement with a condemning authority in connection with any taking the Declaration, then this Agreement shall be deemed to constitute an award on account cancelled and of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx no further force and Xxxxxx in any such awardeffect, and Escrow Agent shall refund to Purchaser the Deposit, whereupon the parties shall be released from any contrary provision further obligations under this Agreement except for the obligations that survive termination. Except as otherwise expressly provided in this Article XXIX, all risk of loss or damage to the Property or any present part thereof by fire or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent casualty, from the date hereof until delivery of the space then leased to XxxxxxDeed provided for herein, Lessee shall have the right remain on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease termSeller.

Fire or Other Casualty; Condemnation. 11.1 14.1 If during the term of this Lease the leased premises shall be Property or any part thereof is damaged or destroyed by fire or other casualties so that casualty prior to the premises Closing Date which would cost in excess of $1,000,000 to repair (as determined by an insurance adjuster selected by the insurance carriers), Purchaser may terminate this Agreement by written notice to Seller given on or before the Closing Date. In the event of such termination, this Agreement shall thereby be rendered unfit of no further force and effect and, except for use the Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Escrow Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not elect to terminate this Agreement or occupationthe cost of repair is determined by said adjuster to be less than $1,000,000, Lessor shall have the option to either then (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent Closing shall take place as herein reserved, or a just and proportionate part thereof according to the nature and extent provided without abatement of the injury which has been sustained shall be abatedPurchase Price, or (b) Lessor may terminate this lease Seller shall assign and end transfer to Purchaser on the term hereofClosing Date, without warranty or recourse, all of Seller’s right, title and in case of such termination and cancellation the rent shall be paid interest to the date balance of insurance proceeds paid or payable to Seller on account of such fire or other casualty remaining after reimbursement to Seller for the total amount of all costs and all other further obligations on expenses incurred by Seller in connection therewith including but not limited to making emergency repairs, securing the part of either party hereto Property and complying with applicable governmental requirements, and (c) Seller shall cease. Lessor is required pay to notify Lessee of whether it will repair or terminate within thirty (30) days Purchaser the amount of the date deductible of such damage any of Seller’s applicable insurance policies. 14.2 If any material portion of the Property is taken in eminent domain proceedings prior to Closing, Purchaser may terminate this Agreement by notice to Seller given on or destruction. Providedbefore the Closing Date, howeverand, that in the event of such termination, this Agreement shall be of no further force and effect and, except for the premises are Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Escrow Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not so restored within on hundred eighty (180) days after elect to terminate or if the occurrencetaking is not material, Lessee may, at its option, terminate this lease. 11.2 Lessee then the Closing shall be entitled in any full or partial taking by eminent domain to take that portion place as herein provided without abatement of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardPurchase Price, and any contrary provision Seller shall deliver or assign to Purchaser on the Closing Date, without warranty or recourse, all of any present Seller’s right, title and interest in and to all condemnation awards paid or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased payable to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease termSeller.

Fire or Other Casualty; Condemnation. 11.1 12.1 Seller agrees (a) to maintain its present property insurance policy including fire and extended coverage and (b) to give Purchaser reasonably prompt notice of any fire or other casualty occurring at the Property of which Seller obtains knowledge, between the date hereof and the date of the Closing, or of any actual or threatened condemnation of all or any part of the Property of which Seller obtains knowledge. 12.2 If during prior to the term of this Lease Closing there shall occur (a) damage to the leased premises shall be damaged or destroyed Property caused by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option casualty which would cost an amount equal to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent 25% of the injury Purchase Price or more to repair, as reasonably determined by an engineer selected by Seller which has been sustained shall be abated, is reasonably satisfactory to Purchaser or (b) Lessor may terminate this lease and end a taking by condemnation of any material portion of the term hereofProperty, then, and in case either such event, Purchaser may elect to terminate this Agreement by written notice given to Seller within ten (10) business days after Seller has given Purchaser the notice referred to in Section 12.1 hereof, or at the Closing, whichever is earlier, in which event Seller shall promptly instruct Escrow Agent, to make a Downpayment Return, this Agreement shall thereupon be null and void and neither party hereto shall thereupon have any further obligation to the other, except that the provisions of Sections 6.4, 13, 24 and 27 hereof shall survive such termination termination. If neither Purchaser nor Seller elects to terminate this Agreement, then the Closing shall take place as herein provided, without abatement of the Purchase Price (unless otherwise agreed to in writing by the Parties), and cancellation Seller shall assign to Purchaser at the rent Closing, by written instrument in form reasonably satisfactory to Purchaser, all of Seller’s interest in and to any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation, shall be deliver to Purchaser any such proceeds or awards actually theretofore paid, less any amounts (the "Reimbursable Amounts") (i) actually and reasonably expended or incurred by Seller in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, without limitation, reasonable attorneys’ fees and expenses) and/or (ii) theretofore actually and reasonably incurred or expended by or for the account of Seller for the cost of any compliance with laws, protective restoration or emergency repairs made by or on behalf of Seller (to the extent Seller has not theretofore been reimbursed by its insurance carriers for such expenditures), and Seller shall pay to Purchaser the amount of the deductible, if any, under Seller’s property insurance policy(ies), less all Reimbursable Amounts not received by Seller from any insurance proceeds or condemnation awards paid to Seller prior to the date Closing. The proceeds of such rent interruption insurance, if any, shall on the Closing Date be appropriately apportioned between Purchaser and Seller. 12.3 If, prior to the Closing, there shall occur (a) damage to the Property caused by fire or other casualty and all other further obligations on which would cost less than 25% of the Purchase Price to repair, as reasonably determined by an engineer selected by Seller which is reasonably satisfactory to Purchaser or (b) a taking by condemnation of any part of either party hereto shall cease. Lessor the Property which is required to notify Lessee of whether it will repair or terminate within thirty (30) days of the date of such damage or destruction. Providednot material, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall be entitled in any full or partial taking by eminent domain to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardthen, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxxeither such event, Lessee neither party shall have the right on thirty (30) days advance written notice, to terminate its obligations under this Agreement by reason thereof, but Seller shall assign to Purchaser at the obligations hereunder effective as Closing, by written instrument in form and substance reasonably satisfactory to Purchaser, all of Seller’s interest in any insurance proceeds or condemnation awards which may be payable to Seller on account of any such takingfire, casualty or condemnation, or shall deliver to Purchaser any such proceeds or awards actually theretofore paid, in each case less any Reimbursable Amounts. If Xxxxxx continues occupancy following a partial takingThe proceeds of rent interruption insurance, rent will if any, shall on the Closing Date be adjusted of a pro-rata basis for appropriately apportioned between Purchaser and Seller. 12.4 Nothing contained in this Section 12 shall be construed to impose upon Seller any obligation to repair any damage or destruction caused by fire or other casualty or condemnation. 12.5 In the remainder event neither Purchaser nor Seller elects to terminate this Agreement in accordance with Section 12.2 above, or upon the occurrence of the lease termevents set forth in Section 12.3 (a) or (b) above, Seller shall have the exclusive right to negotiate, compromise or contest the obtaining of any insurance proceeds and/or any condemnation awards.

Fire or Other Casualty; Condemnation. 11.1 If during a. In the term event of this Lease the leased premises shall be damaged or destroyed by fire or other casualties casualty in the Bindview Premises or the Subleased Premises, if the Subleased Premises is damaged so that it is reasonably estimated by a responsible contractor that any portion of the premises Subleased Premises will be untenantable and/or not usable by Subtenant and the remaining portion is not sufficient for the purpose for which same have been subleased for a period of one hundred eighty (180) days or longer after such destruction, Subtenant shall thereby be rendered unfit for use or occupation, Lessor so notify Sublandlord in writing within five (5) days after Subtenant’s receipt of notice of the estimated time to repair the Subleased Premises. Subtenant shall have the option to either cancel this Sublease by delivery of written notice thereof to Sublandlord within twenty-one (a21) repair days after receipt of such damage with all reasonable diligence and restore notice. If Subtenant elects not to cancel this Sublease, the premises to substantially the condition immediately prior to such event, and Rental herein shall proportionally axxxx thereafter until such premises have been duly repaired and restored time as the rent herein reserved, or a just and proportionate part thereof according to the nature and extent affected portion of the injury which has been sustained shall be abated, or (b) Lessor may terminate this lease and end Subleased Premises is made tenantable. b. In the term hereof, and in case event of such termination and cancellation the rent shall be paid to the date of such fire or other casualty in the Bindview Premises or the Subleased Premises, such that Sublandlord elects to terminate the Bindview Base Lease as provided in Article 11 of such lease, Sublandlord shall notify Subtenant in writing of Sublandlord’s intention to cancel the Bindview Base Lease, as the case may be, at least twenty (20) days prior to notifying Landlord of same, and all other further obligations on upon such termination, this Sublease shall be terminated as of such date. c. If, as a result of a taking by virtue of eminent domain or for public or quasi public use or purpose, the part Subleased Premises, a portion of either party hereto the Building not including the Subleased Premises, or the Parking Garage or access thereto, is affected in a manner that (i) renders the Subleased Premises untenantable, (ii) substantially impairs Subtenant’s use of the remainder of the Subleased Premises, or (iii) if more than fifty percent (50%) the Subleased Premises (or any lesser percentage which renders the remainder unusable for the purposes intended) shall cease. Lessor is required be taken or condemned, Subtenant shall have the option to notify Lessee cancel this Sublease by delivery of whether it will repair or terminate written notice thereof to Sublandlord within thirty (30) days of after the date of such damage or destruction. Provided, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this leasecondemning authority takes possession. 11.2 Lessee shall be entitled in any full or partial d. If, as a result of a taking by virtue of eminent domain to take that portion of the net award representing payment or for Xxxxxx's leasehold interestpublic or quasi public use or purpose, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such award, and any contrary provision of any present or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, Sublandlord elects to terminate the obligations hereunder effective Bindview Base Lease, as provided in Article 15 of such lease, Sublandlord shall notify Subtenant in writing of Sublandlord’s intention to cancel the Bindview Base Lease, at least twenty (20) days prior to notifying Landlord of same, and upon such termination, this Sublease shall be terminated as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease termdate.

Fire or Other Casualty; Condemnation. 11.1 14.1 If during the term of this Lease the leased premises shall be Property or any part thereof is damaged or destroyed by fire or other casualties so that the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all reasonable diligence and restore the premises to substantially the condition immediately casualty prior to such eventthe Closing Date which would cost in excess of Two Million Five Hundred Thousand Dollars ($2,500,000.00) to repair (as determined by an insurance adjuster selected by the insurance carriers), and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abated, or (b) Lessor Purchaser may terminate this lease Agreement by written notice to Seller given on or before the earlier of (i) twenty (20) days following such casualty or (ii) the Closing Date. In the event of such termination, this Agreement shall be of no further force and end effect and, except for the term hereofSurviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and in case Seller shall direct the Escrow Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not elect to terminate this Agreement or the cost of such termination repair is determined by said adjuster to be less than Two Million Five Hundred Thousand Dollars ($2,500,000.00), then the Closing shall take place as herein provided without abatement of the Purchase Price, and cancellation Seller shall assign and transfer to Purchaser on the rent shall be paid Closing Date, without warranty or recourse, all of Seller's right, title and interest to the date balance of insurance proceeds paid or payable to Seller on account of such fire or other casualty remaining after reimbursement to Seller for the total amount of all costs and all other further obligations expenses incurred by Seller in connection therewith including but not limited to making emergency repairs, securing the Property and complying with applicable governmental requirements. Seller shall pay to Purchaser the amount of the deductible of any of Seller's applicable insurance policies. 14.2 If any material portion of the Property is taken in eminent domain proceedings prior to Closing, Purchaser may terminate this Agreement by notice to Seller given on or before the part earlier of either party hereto shall cease. Lessor is required to notify Lessee of whether it will repair or terminate within thirty (30i) twenty (20) days of after such taking or (ii) the date of such damage or destruction. ProvidedClosing Date, howeverand, that in the event of such termination, this Agreement shall be of no further force and effect and, except for the premises are Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and Seller shall direct the Escrow Company to promptly return all Xxxxxxx Money to Purchaser. If Purchaser does not so restored within on hundred eighty (180) days after elect to terminate or if the occurrencetaking is not material, Lessee may, at its option, terminate this lease. 11.2 Lessee then the Closing shall be entitled in any full or partial taking by eminent domain to take that portion place as herein provided without abatement of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardPurchase Price, and any contrary provision Seller shall deliver or assign to Purchaser on the Closing Date, without warranty or recourse, all of any present Seller's right, title and interest in and to all condemnation awards paid or future law is hereby waived. If any taking shall result in Lessee being deprived of space in excess of 5 percent of the space then leased payable to Xxxxxx, Lessee shall have the right on thirty (30) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis for the remainder of the lease termSeller.

Fire or Other Casualty; Condemnation. 11.1 12.1. From the Effective Date until the Closing Date, Seller agrees to (a) maintain its present property insurance policy including fire and extended coverage and (b) give Purchaser reasonably prompt notice of any fire or other casualty occurring at the Property of which Seller obtains knowledge, or of any actual or threatened condemnation of all or any part of the Property of which Seller obtains actual knowledge. 12.2. If during prior to the term of this Lease Closing there shall occur (a) damage to the leased premises shall be damaged or destroyed Property caused by fire or other casualties so that casualty which would cost an amount equal to $500,000.00 or more to repair, as reasonably determined by an engineer selected by Seller which is satisfactory to Purchaser in the premises shall thereby be rendered unfit for use or occupation, Lessor shall have the option to either (a) repair such damage with all exercise of its reasonable diligence and restore the premises to substantially the condition immediately prior to such event, and until such premises have been duly repaired and restored the rent herein reserved, or a just and proportionate part thereof according to the nature and extent of the injury which has been sustained shall be abatedjudgment, or (b) Lessor may terminate this lease and end a taking by condemnation of any portion of the term hereofProperty, then, and in case either such event, Purchaser may elect to terminate this Agreement by notice given to Seller within ten (10) days after Purchaser has received the notice referred to in Section 12.1 hereof, or at the Closing, whichever is earlier, in which event Seller shall promptly instruct Escrow Agent, to return the Downpayment and upon Purchaser's receipt of such termination Downpayment, this Agreement shall thereupon be null and cancellation the rent shall be paid to the date of such fire or other casualty void and all other further obligations on the part of either neither party hereto shall ceasethereupon have any further obligation to the other, except that the provisions of Sections 13, 24, 25, 26 and 27 hereof shall survive such termination. Lessor is required If Purchaser does not elect to notify Lessee of whether it will repair or terminate within thirty (30) days this Agreement, then the Closing shall take place as herein provided, without abatement of the date Purchase Price, and Seller shall assign to Purchaser at the Closing, by written instrument in form reasonably satisfactory to Purchaser, all of such damage Seller's interest in and to any insurance proceeds or destruction. Provided, however, that in the event the premises are not so restored within on hundred eighty (180) days after the occurrence, Lessee may, at its option, terminate this lease. 11.2 Lessee shall condemnation awards which may be entitled in any full or partial taking by eminent domain payable to take that portion of the net award representing payment for Xxxxxx's leasehold interest, trade fixtures, moving expenses or business interruption. All amounts paid pursuant to an agreement with a condemning authority in connection with any taking shall be deemed to constitute an award Seller on account of such taking. Xxxxxx agrees that this Lease shall control rights of Xxxxxx and Xxxxxx in any such awardfire, casualty or condemnation and any contrary provision of any present or future law is hereby waivedSeller shall pay all deductibles and self-insured retention amounts relating thereto. If any taking shall result in Lessee being deprived of space the insurance proceeds paid to Seller are in excess of 5 percent the Purchase Price, then Seller’s Reimbursable Amounts shall be reduced by an amount equal to the Reimbursable Amount minus the difference between the amount of the space then leased Insurance Proceeds and the Purchase Price, provided that in no event shall the amount of the insurance proceeds paid to XxxxxxPurchaser exceed the Purchase Price. The term “Seller’s Reimbursable Amounts” as used herein means sums actually and reasonably expended or incurred by Seller in adjusting any insurance claim or negotiating and/or obtaining any condemnation award (including, Lessee shall have the right on thirty (30without limitation, reasonable attorneys' fees and expenses) days advance written notice, to terminate the obligations hereunder effective as of such taking. If Xxxxxx continues occupancy following a partial taking, rent will be adjusted of a pro-rata basis and/or theretofore actually and reasonably incurred or expended by or for the remainder account of Seller for the lease termcost of any compliance with laws, protective restoration or emergency repairs made by or on behalf of Seller (to the extent Seller has not theretofore been reimbursed by its insurance carriers for such expenditures).