Common use of LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION Clause in Contracts

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that prior to the Closing Date, the Property, or any part thereof, is destroyed or damaged by fire or other casualty, which, according to Seller’s good faith estimate as reasonably agreed to by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking either (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee, or (b) to accept the Property in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without Xxxxx’s prior written consent. Xxxxxx agrees to give Xxxxx prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policies.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that If prior to the Closing DateClose of Escrow, the PropertyFacilities, or any part thereof, is are destroyed or damaged by fire or other casualty, which, according casualty and the cost to Seller’s good faith estimate as repair or restore the Facility is reasonably agreed estimated by Buyer to be in excess of five percent (5%) of the fair market value of the Facility or for which insurance proceeds shall not be available and the cost to repair or restore the Facility is reasonably estimated by Xxxxx Buyer to be in excess of Two Hundred Fifty Thousand Dollars ($250,000) or any lesser amount that would release Master Tenant from its obligation to repair or restore the Facility under the terms of the Master Lease unless Master Tenant agrees in writing to repair or restore the Facility under the terms of the Master Lease despite the rights otherwise granted to it under the Master Lease (“EstimateMaterial Damage”), would cost, with respect or is subject to a taking by a public authority that affects or results in the Property, loss of more than Five Hundred Thousand and No/100 Dollars ten percent ($500,000.0010%) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued beds at more than the Threshold Amountaffected Facility or materially and adversely affects use of the affected Facility as a skilled nursing facility (a “Material Taking”), then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee, or ; (b) to accept the Property (including the destroyed, damaged or condemned Facility) in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in an amount equal to the estimated cost, as reasonably determined by Buyer, to repair or cure the damage caused by the Material Taking or Material Damage less any insurance proceeds or condemnation award assigned by Seller to and actually received by Buyer at Closing; or (c) exclude the destroyed, damaged or condemned Facility(ies) from the definition of “Property” and proceed to close this transaction with respect to the remainder of the Property and the Purchase Price shall be equitably abated; provided, however, in such event, Seller shall have the right, in lieu thereof, to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee. In the event of a casualty or condemnation that is not Material Damage or a Material Taking, Buyer shall accept the Property (including the destroyed, damaged or condemned Facility) in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without XxxxxBuyer’s prior written consent. Xxxxxx Seller agrees to give Xxxxx Buyer prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policies.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that If prior to the Closing DateClose of Escrow, the PropertyFacility, or any part thereof, is destroyed or damaged by fire or other casualty, which, according casualty and the cost to Seller’s good faith estimate as repair or restore the Facility is reasonably agreed estimated by Buyer to be in excess of five percent (5%) of the fair market value of the Facility or for which insurance proceeds shall not be available and the cost to repair or restore the Facility is reasonably estimated by Xxxxx Buyer to be in excess of Two Hundred Fifty Thousand Dollars ($250,000) or any lesser amount that would release Facility Tenant from its obligation to repair or restore the Facility under the terms of the Facility Lease unless Facility Tenant agrees in writing to repair or restore the Facility under the terms of the Facility Lease despite the rights otherwise granted to it under the Facility Lease (“EstimateMaterial Damage”), would cost, with respect or is subject to a taking by a public authority that affects or results in the Property, loss of more than Five Hundred Thousand and No/100 Dollars ten percent ($500,000.0010%) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued beds at more than the Threshold AmountFacility or materially and adversely affects use of the Facility as a skilled nursing facility (a “Material Taking”), then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee, ; or (b) accept the Property in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in an amount equal to the estimated cost, as reasonably determined by Buyer, to repair or cure the damage caused by the Material Taking or Material Damage less any insurance proceeds or condemnation award assigned by Seller to and actually received by Buyer at Closing. In the event of a casualty or condemnation that is not Material Damage or a Material Taking, Buyer shall accept the Property in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without XxxxxBuyer’s prior written consent. Xxxxxx Seller agrees to give Xxxxx Buyer prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policies.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that If prior to the Closing DateClose of Escrow, the Propertyany Facility, or any part thereof, is destroyed or damaged by fire or other casualty, which, according or is subject to Seller’s good faith estimate as reasonably agreed to a taking by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amounta public authority, then Buyer shall have the right, exercisable by giving notice to Seller Sellers within fifteen (15) days after receiving written notice of such damage or destruction or taking either (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do one of the following: (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller Sellers shall each be responsible for one-half of any title or Escrow cancellation fee, or ; (b) to accept the Property (including the destroyed, damaged or condemned Facility(ies)) in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s Sellers’ rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking; or (c) exclude the destroyed, damaged or condemned Facility(ies) from the definition of “Property” and proceed to close this transaction with respect to the remainder of the Property and the Purchase Price shall be equitably abated. If Buyer elects to proceed under clause (b) above, Seller Sellers shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without XxxxxBuyer’s prior written consent. Xxxxxx agrees Sellers agree to give Xxxxx Buyer prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within The foregoing condition shall survive the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policiesDue Diligence Expiration Date.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that If prior to the Closing DateClose of Escrow, the PropertyHospital, or any part thereof, is destroyed or damaged by fire or other casualty, which, according or is subject to Seller’s good faith estimate as reasonably agreed to a taking by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amounta public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) if, (i) as a result of any such fire, casualty or taking, Hospital Tenant has a right to terminate the Hospital Lease, or Hospital Tenant is entitled to an abatement of rent coming due under the Hospital Lease, or (ii) the cost to repair or diminution in value resulting therefrom exceeds $1,000,000 (as determined by a third party selected by Buyer and reasonably approved by Seller), then Buyer may terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee, ; or (b) to accept the Property in its then condition and proceed to close this transaction with an no abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if anyPrice, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall continue assign to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without Xxxxx’s prior written consent. Xxxxxx agrees to give Xxxxx prompt notice Buyer at Close of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of Escrow all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that and shall pay to Buyer and pay to Buyer the amount of any deductible with respect thereto if payable by Seller. If Buyer elects to proceed under clause (b) above, Seller shall continue not compromise, settle or adjust any claims to maintain all insurance policiessuch proceeds or awards without Buyer’s prior written consent. Seller agrees to give Buyer prompt notice of any taking, damage or destruction of the Property.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that If prior to the Closing DateClose of Escrow, the PropertyFacilities, or any material part thereof, is are destroyed or damaged by fire or other casualty, which, according or is subject to Seller’s good faith estimate as reasonably agreed to a taking by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amounta public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee, or ; (b) to accept the Property in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking; or (c) exclude the destroyed, damaged or condemned Facility(ies) from the definition of “Property” and proceed to close this transaction with respect to the remainder of the Property and the Purchase Price shall be reduced by an amount equal to the removed Facility’s trailing twelve (12) month EBITDAR divided by 0.95. If Buyer elects to proceed under clause (b) above, Seller shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without XxxxxBuyer’s prior written consent. Xxxxxx For the purposes hereof, a “material” destruction, damage, or taking shall mean, with respect to any Facility, any destruction, damage, or taking the effect of which would be to require more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) to repair or restore the Facility. If a destruction, damage, or taking is not “material”, then Buyer shall elect to proceed under clause (b) above, and Seller shall not compromise, settle or adjust any claims to such proceeds or awards without Buyer’s prior written consent. Seller agrees to give Xxxxx Buyer prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policies.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that If prior to the Closing DateClose of Escrow, the PropertyImprovements, or any part thereof, is destroyed or damaged by fire or other casualty, which, according or the Land and/or the Improvements are subject to Seller’s good faith estimate as reasonably agreed to a taking by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amounta public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen ten (1510) days after receiving written notice of such damage or destruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 10-day period) to do either of the following: (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except those obligations which specifically survive the Close of Escrow or earlier termination of this Agreement and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that and Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee, ; or (b) to accept the Property in its then damaged condition and proceed to close this transaction with an abatement or reduction in no credit against the Purchase Price in (except to the extent of the amount of the deductible for the applicable insurance coverage, if any, maintained by Seller and applicable to such casualty, but then only to the extent that Hospital Tenant has no obligation to reimburse or pay-over such deductible amount pursuant to the Hospital Lease) and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall continue have no obligation to maintain all insurance policies repair, restore or replace any damage to the Property as a result of such casualty or condemnation and Seller shall not compromise, settle or adjust any claims to such proceeds or awards without XxxxxBuyer’s prior written consent. Xxxxxx Seller agrees to give Xxxxx Buyer prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policies.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In Except as provided -------------------------------------------- below, in the event that prior to the Closing DateClose of Escrow, the any Property, or any part thereof, is destroyed or damaged by fire or other casualty, which, according or is subject to Seller’s good faith estimate as reasonably agreed to a taking by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amounta public authority, then Buyer shall have the right, exercisable by giving notice to the appropriate Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking either either: (a) to terminate this AgreementAgreement with respect to the affected Property, in which case neither party Party shall have any further rights or obligations hereunder with respect to such Property and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller Sellers shall each be responsible for one-half of any related title or Escrow cancellation fee, ; or (b) to accept the affected Property in its then condition and proceed to close this transaction with respect to such Property, provided that an abatement or reduction shall be made in the appropriate Individual Real Property Purchase Price in the amount of the deductible for the any applicable insurance coverage, if any, coverage and further provided that Buyer shall be entitled to receive an assignment of all of the respective Seller’s 's and Xxxxxxxx'x rights to any insurance proceeds payable by reason of such damage or destruction or any condemnation awards payable by reason of such taking. If Buyer elects to proceed under the foregoing clause (b) above), neither Seller nor Xxxxxxxx shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without Xxxxx’s Buyer's prior written consent. Xxxxxx agrees Sellers agree to give Xxxxx Buyer prompt notice of any taking, damage or destruction of the PropertyProperties. Buyer’s failure Notwithstanding the foregoing, if the cost of repairing any fire or casualty damage to deliver notice within any individual Property does not exceed $50,000 (as reasonably estimated by an architect of good reputation selected by Sellers), or if no more than ten percent (10%) of the time period specified floor area of the Improvements to any individual Property is taken by a public authority and the remainder of such Improvements and Property is reasonably suitable for the operation of the School thereon, then Buyer shall be deemed to constitute Buyer’s election have elected to proceed under the foregoing clause (b). In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) and shall not have the option no right to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking, provided that Seller shall continue to maintain all insurance policies.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. In the event that prior to the Closing DateClosing, the Property, or any substantial part thereof, is destroyed or damaged by fire or other casualtymaterially damaged, which, according to Seller’s good faith estimate as reasonably agreed to by Xxxxx (the “Estimate”), would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by giving written notice to Seller within fifteen ten (1510) days after receiving written notice of such damage or destruction or taking destruction, either (ai) to terminate this agreement, in which case neither party shall have any further rights or obligations hereunder and the escrow deposit shall be promptly returned to Buyer, or (ii) to accept the Property in its then condition, proceed with the Closing, and receive and accept an assignment of Seller's rights to any insurance proceeds payable by reason of such damage or destruction. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law. In the event that prior to the Closing, there is any insubstantial or immaterial damage to the Property, Buyer shall accept the Property in its then condition and proceed with the Closing, in which case Buyer shall be entitled to an assignment of any insurance proceeds. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law. In the event that prior to Closing, all or any material portion of the Property is subject to a taking by public authority, including a pending or threatened condemnation, Buyer shall have the right, exercisable by notice to Seller within ten (10) days after receiving notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder and any money (including, without limitation, the Deposit but exclusive of the Independent Consideration) or documents in Escrow escrow deposit shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation feepromptly, or (bii) to accept the Property in its then condition, proceed with the Closing and receive an assignment of all of Seller's rights to any condemnation award payable by reason of such taking. Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to the rights of the tenant under the Lease of the Property, and/or applicable law. In the event that prior to Closing, any insubstantial or immaterial portion of the Property is subject to a taking, Buyer shall accept the Property in its then condition and proceed with the Closing, in which case, Buyer shall be entitled to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s 's rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of award in connection with such taking. If Anything herein notwithstanding, the right of Buyer elects hereunder, shall be subject to proceed the rights of the tenant under clause (b) above, Seller shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without Xxxxx’s prior written consent. Xxxxxx agrees to give Xxxxx prompt notice of any taking, damage or destruction the Lease of the Property, and/or applicable law. Buyer’s failure For purposes of this Section 24, damage to deliver notice within the time period specified Property or a taking of a portion thereof, shall be deemed to constitute Buyer’s election to proceed under clause (b). In involve a substantial or material portion if the event the Estimate of the reasonably estimated cost of restoration or repair of such damage, or the amount of the taking, condemnation award with respect to the Property, is less than or equal to the Threshold Amount, then Buyer (w) shall not have the option to terminate this Agreement, (x) shall accept the Property in its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such a taking, provided that Seller shall continue to maintain all insurance policiesexceed $50,000.