Common use of Individual Sites Clause in Contracts

Individual Sites. If, before the Closing Date, all or any material part of any Individual Site is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof (a “Seller’s Notice”). Purchaser may thereafter elect to partially terminate this Agreement with respect to the applicable Individual Site(s), or proceed with Closing on the entirety of the Property by delivering a written notice thereof to Seller within ten business days after Purchaser’s receipt of a Seller’s Notice; provided that (i) Purchaser’s failure to timely make an election shall be deemed to be Purchaser’s election to partially terminate this Agreement with respect to the applicable Individual Site(s), and (ii) Purchaser shall not be permitted to partially terminate this Agreement with respect to any Individual Site(s) pursuant to this Section 8(a) (but, for clarification, Purchaser shall, to the extent otherwise permitted thereby, be permitted to terminate this Agreement in its entirety pursuant to Section 8(b) below), if such partial termination would result in a failure of the OZ Qualification Condition. If Purchaser elects (or is deemed to have elected) to partially terminate this Agreement with respect to the applicable Individual Site(s) pursuant to this Section 8(a), then the parties shall proceed with Closing on the remainder of the Property; provided that the Purchase Price shall be reduced by the portion thereof that is allocated to the terminated Individual Site(s) as set forth on Schedule 1(a)(i) hereto. If (but only if) Purchaser elects in writing to proceed with Closing on the entirety of the Property, then the parties shall proceed with the Closing; provided that Purchaser shall receive a credit to the Purchase Price at Closing for any deductible, self-insured amount, or uninsured loss, and Purchaser shall be entitled to all insurance proceeds and/or condemnation awards in connection with the applicable casualty or condemnation. In connection therewith, Seller shall assign to Purchaser at Closing Seller’s rights to any such casualty proceeds and/or condemnation awards; provided, however, that if the applicable casualty proceeds and/or condemnation awards are not assignable, Seller shall file a claim for the applicable proceeds and/or awards, use good faith, commercially reasonable efforts to negotiate and settle such claim in consultation with, and subject to the approval of, Purchaser, and promptly pay over to Purchaser any applicable insurance proceeds and/or condemnation awards paid in respect thereof, after first recouping Seller’s reasonable out-of-pocket expenses related thereto.

Individual Sites. If, before the Closing Date, all or any material part of any Individual Site is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof (a “Seller’s Notice”). Purchaser may thereafter elect to partially terminate this Agreement with respect to the applicable Individual Site(s), or proceed with Closing on the entirety of the Property by delivering a written notice thereof to Seller within ten business days after Purchaser’s receipt of a Seller’s Notice; provided that (i) Purchaser’s failure to timely make an election shall be deemed to be Purchaser’s election to partially terminate this Agreement with respect to the applicable Individual Site(s), and (ii) Purchaser shall not be permitted to partially terminate this Agreement with respect to any Individual Site(s) pursuant to this Section 8(a) (but, for clarification, Purchaser shall, to the extent otherwise permitted thereby, be permitted to terminate this Agreement in its entirety pursuant to Section 8(b) below), if such partial termination would result in a failure of the OZ Qualification Condition. If Purchaser elects (or is deemed to have elected) to partially terminate this Agreement with respect to the applicable Individual Site(s) pursuant to this Section 8(a), then the parties shall proceed with Closing on the remainder of the Property; provided that the Purchase Price shall be reduced by the portion thereof that is allocated to the terminated Individual Site(s) as set forth on Schedule 1(a)(i1(b)(i) hereto. If (but only if) Purchaser elects in writing to proceed with Closing on the entirety of the Property, then the parties shall proceed with the Closing; provided that Purchaser shall receive a credit to the Purchase Price at Closing for any deductible, self-insured amount, or uninsured loss, and Purchaser shall be entitled to all insurance proceeds and/or condemnation awards in connection with the applicable casualty or condemnation. In connection therewith, Seller shall assign to Purchaser at Closing Seller’s rights to any such casualty proceeds and/or condemnation awards; provided, however, that if the applicable casualty proceeds and/or condemnation awards are not assignable, Seller shall file a claim for the applicable proceeds and/or awards, use good faith, commercially reasonable efforts to negotiate and settle such claim in consultation with, and subject to the approval of, Purchaser, and promptly pay over to Purchaser any applicable insurance proceeds and/or condemnation awards paid in respect thereof, after first recouping Seller’s reasonable out-of-pocket expenses related thereto.

Individual Sites. If, before the Closing Date, all or any material part of any Individual Site is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof (a “Seller’s Notice”). Purchaser may thereafter elect to partially terminate this Agreement with respect to the applicable Individual Site(s), or proceed with Closing on the entirety of the Property by delivering a written notice thereof to Seller within ten business days after Purchaser’s receipt of a Seller’s Notice; provided that (i) Purchaser’s failure to timely make an election shall be deemed to be Purchaser’s election to partially terminate this Agreement with respect to the applicable Individual Site(s), and (ii) Purchaser shall not be permitted to partially terminate this Agreement with respect to any Individual Site(s) pursuant to this Section 8(a) (but, for clarification, Purchaser shall, to the extent otherwise permitted thereby, be permitted to terminate this Agreement in its entirety pursuant to Section 8(b) below), if such partial termination would result in a failure of the OZ Qualification Condition. If Purchaser elects (or is deemed to have elected) to partially terminate this Agreement with respect to the applicable Individual Site(s) pursuant to this Section 8(a), then the parties shall proceed with Closing on the remainder of the Property; provided that the Purchase Price shall be reduced by the portion thereof that is allocated to the terminated Individual Site(s) as set forth on Schedule 1(a)(i1(b)(i) heretoor 1(c)(i) hereto (as applicable). If (but only if) Purchaser elects in writing to proceed with Closing on the entirety of the Property, then the parties shall proceed with the Closing; provided that Purchaser shall receive a credit to the Purchase Price at Closing for any deductible, self-insured amount, or uninsured loss, and Purchaser shall be entitled to all insurance proceeds and/or condemnation awards in connection with the applicable casualty or condemnation. In connection therewith, Seller shall assign to Purchaser at Closing Seller’s rights to any such casualty proceeds and/or condemnation awards; provided, however, that if the applicable casualty proceeds and/or condemnation awards are not assignable, Seller shall file a claim for the applicable proceeds and/or awards, use good faith, commercially reasonable efforts to negotiate and settle such claim in consultation with, and subject to the approval of, Purchaser, and promptly pay over to Purchaser any applicable insurance proceeds and/or condemnation awards paid in respect thereof, after first recouping Seller’s reasonable out-of-pocket expenses related thereto.