Common use of Material Condemnation Clause in Contracts

Material Condemnation. If prior to the Closing, all or any material portion (as defined in Section 18(d)), of the Property is subject to a “taking” (as defined below), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) above.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation (i) would result in the loss of more than five percent (5%) of the Property is subject Land or Improvements (computed on a square foot basis) or (ii) would result in any material reduction or restriction in access to the Land or Improvements or (iii) results in the termination of the Management Agreement (a “taking” (as defined belowMaterial Condemnation”), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser upon Purchaser’s satisfaction of its obligations under Section 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within five ten (510) Business Days after receiving Seller’s delivery to Purchaser of written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) aboveCondemnation. If Purchaser elects fails to make an election under Section 13.2(a) within such time period, Purchaser shall be conclusively deemed to have elected to proceed under to Closing pursuant to clause (iiB) above, Seller shall not compromise, settle or adjust any claims of Section 13.2(a). If the Closing Date is scheduled to such award without occur within Purchaser’s prior written consent ten (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (510) Business Days prior to the Outside Closing DateDay election period, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause ten (i10) or (ii) aboveday election period.

Material Condemnation. If prior In the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Assets, or any proposed sale in lieu thereof (as defined in Section 18(d)a “Condemnation”), Sagicor Parties shall give written notice of such Condemnation to Playa promptly upon Sagicor Parties’ receipt of notice of such Condemnation. If the Condemnation would (i) result in any material reduction or restriction in access to the Assets or the Improvements, or (ii) have a materially adverse effect on the operation of the Property is subject to Assets or Improvements as determined by Playa in its reasonable discretion (a “taking” (as defined belowMaterial Condemnation”), Purchaser then Playa shall have the right, exercisable by giving written notice in its sole discretion, to Seller within five (5A) Business Days after receiving written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall thereafter have any further rights or obligations liability hereunder to the other party (except with respect to rights and obligations herein which as expressly survive termination of stated otherwise in this Agreement), and any money or (includingB) proceed to Closing, without limitationterminating this Agreement, in which case Sagicor Parties shall assign to Playa all of Sagicor Parties’ right, title and interest in all proceeds and awards from such Condemnation. Playa shall make an election under this Section 11.01 by giving written notice to the Sagicor Parties within twenty (20) days after Sagicor Parties’ delivery to Playa of written notice of such Condemnation. If Playa fails to make an election under this Section 11.01 within such time period, Playa shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (A) of this Section 11.01. If the Closing Date is scheduled to occur within Playa’s twenty (20) day election period, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause twenty (i20) or (ii) aboveday election period.

Material Condemnation. If prior In the event of any actual condemnation or taking, or the delivery of any written notice of any threatened condemnation or taking pursuant to the Closingpower of eminent domain, affecting all or any material portion of the Land (as defined in Section 18(d)a "Condemnation"), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would result in a loss in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) in the value of the Property is subject Land or the inability to develop the Land as contemplated under the Development Guidelines (in either case, a “taking” (as defined below"Material Condemnation"), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement, in which case Seller shall direct Escrow Agent promptly upon such termination to refund the Xxxxxxx Money to Purchaser, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller's right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 12.1 by giving written notice to Seller within five ten (510) Business Days after receiving Seller's delivery to Purchaser of written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) aboveCondemnation. If Purchaser elects fails to make an election under Section 12.1 within such time period, Purchaser shall be conclusively deemed to have elected to proceed under to Closing pursuant to clause (iiB) above, Seller shall not compromise, settle or adjust any claims of Section 12.1. If the Closing is scheduled to such award without occur within Purchaser’s prior written consent 's ten (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (510) Business Days prior to the Outside Closing DateDay election period, the Outside Closing Date shall be extended for postponed until the number of days necessary for Purchaser to have date which is five (5) Business Days after the receipt of notice expiration of such taking to elect to proceed under either clause ten (i10) or (ii) aboveBusiness Day election period.

Material Condemnation. If prior to during the Closing, all or any material portion (as defined in Section 18(d)), term of the Property is subject to a “taking” (as defined below), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such taking (but in any event prior to the Closing), either this Lease (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow entire Leased Property shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) taken by or on account of any title actual or escrow cancellation feethreatened condemnation or other eminent domain proceeding pursuant to any law, general or special or (ii) if 30% of the improvements or 30% of the land parcel is taken and Lessee provides Notice to accept Lessor that the taking of said portion renders the remaining Leased Property in its then conditionuneconomic for the continued use or occupancy for the Permitted Use, without a reduction in the Purchase Pricegood faith judgment of Lessee (the same being a "Material Condemnation"), then Lessor may elect to make a Put Option requiring the Lessee to purchase the Leased Property at a price equal the Lease Balance. The procedure and to proceed documentation for such purchase shall be in accordance with the Closing procedures and documentation set forth in Article XIX. Lessee shall deliver to receive an assignment Lessor Lessee's Notice of all Material Condemnation within thirty (30) days following the occurrence of Seller’s rights to any condemnation award payable the Date of Taking. The Notice shall be accompanied by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under Lessee's Certificate stating that the conditions set forth in either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) aboveof this Section 11.2 have been fulfilled. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used the conditions set forth in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) of this Section 11.2 are fulfilled except that Lessee shall have failed to deliver a Notice as required above, Lessee conclusively shall be presumed to have made a Call Option to re-acquire the Leased Property upon the date set forth in Article XIX; but nothing in this sentence shall relieve Lessee of its obligation actually to deliver such Notice of Material Condemnation. In the event Lessee fails to: (A) close on the re-acquisition of the Leased Property after a Lessor Put Option or a presumed Call Option under this Section 11.2, or (B) timely restore, repair and rebuild the Leased Property, using the Net Award (as defined in Section 11.4) and by funding any deficit amounts not covered by the Net Award (the "Deficiency Amounts"), then Lessor shall be entitled to treat such failure as an Event of Default under Section 12.1(d) for which Lessor may exercise its right to terminate this Lease as to the individual Leased Property affected by the Condemnation (a "Condemned Property"). In the event Lessor elects to terminate this Lease as to the Condemned Property as a result of Lessee's failure to perform the requirements of (A) or (B) above, then: (i) Lessee shall vacate and surrender the Condemned Property and perform all other obligations required of Lessee under Section 5.3, (ii) Lessee shall transfer to Lessor all right, title and interest to the Gross Award, (iii) Lessee shall execute and deliver to Lessor, in recordable form, any and all documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as to the Condemned Property, and (iv) the Lease Balance shall be reduced by that portion of the Lease Basis allocated to the Condemned Property, less the Deficiency Amount.

Material Condemnation. If If, after the expiration, or Buyer’s earlier waiver, of the Inspection Period and prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a Material Portion (defined below) of the Property, Seller shall promptly provide notice to Buyer and if the same is not dismissed prior to the ClosingClosing Date, all Buyer shall be entitled, as its sole remedy, to terminate this Agreement upon written notice to Seller: (i) within thirty (30) days following notice by Seller to Buyer of such condemnation or the threatened condemnation; or (ii) on the Closing Date, whichever occurs last. If Buyer does not terminate this Agreement pursuant to the preceding sentence, Buyer shall be conclusively deemed to have elected to accept such condemnation and waives any material right to terminate this Agreement as a result thereof. For purposes of this Section 7.1, a “Material Portion” shall mean such portion (as defined in Section 18(d)), of the Property is subject to which (x) has a “taking” value (as defined belowbased on the aggregate of the cost of restoration and the diminution in the value of the Property after restoration) in excess of Fifty Thousand and 00/100 Dollars ($50,000.00), Purchaser shall have the right, exercisable by giving written notice to Seller within five or (5y) Business Days after receiving written notice regardless of such taking value (but A) in any event prior manner affects access, ingress or egress to or from the Closing)Property or reduces the number of parking spaces, either or (iB) permits a Tenant to terminate its Lease and such Tenant exercises such termination right. If Buyer elects to terminate this AgreementAgreement under this Section 7.1, in which case the entire Deposit shall be returned to Buyer and neither party to this Agreement shall thereafter have any further rights or obligations hereunder hereunder, except the Surviving Obligations. If Buyer waives (except or is deemed to have waived) the right to terminate this Agreement as a result of such a condemnation, despite such condemnation, Seller and Buyer shall proceed to Closing in accordance with respect to rights and obligations herein which expressly survive termination the terms of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a Agreement with no reduction in the Purchase Price, and Seller shall: (y) assign to proceed with the Buyer at Closing and to receive an assignment of all of Seller’s rights 's right, title and interest in and to all proceeds resulting or to result from said condemnation; and (z) only to the extent of any condemnation award payable proceeds received by reason Seller from such condemnation, credit (against the Purchase Price) the amount of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) aboveproceeds at Closing.

Material Condemnation. If prior the Condemnation would result in the loss in value of more than ten percent (10%) of the Hotel Purchase Price for the Hotel affected by such Condemnation (or the loss of access, material parking or a loss that results in the failure of the Hotel to comply with applicable zoning regulations (the Closing, all or any material portion (as defined in Section 18(d)“Affected Hotel”), as reasonably agreed to by the Parties, or would otherwise have a material adverse effect on the operation of the Property is subject to Business at such Hotel (a “taking” (as defined belowMaterial Condemnation”), then Purchaser shall have the rightright to elect, exercisable by giving providing written notice to Seller the Sellers within five ten (510) Business Days after receiving Purchaser’s receipt of the Seller’s written notice of such taking Condemnation and agreement on the loss in value (but in any event prior to the Closingif applicable), either to (i) cause the Affected Hotel to terminate be excluded from this Agreement in which case the Aggregate Purchase Price shall be reduced by the Hotel Purchase Price for the Affected Hotel and this Agreement and the Hotel Purchase and Sale Agreements shall remain in full force and effect as to all of the other Hotels and the parties shall equitably adjust the provisions in this Agreement in good faith based on the exclusion of the Affected Hotel, or (ii) proceed to Closing, without terminating this Agreement, in which case neither party the Sellers shall have any further rights or obligations hereunder (except assign to Purchaser all of the applicable Seller’s right, title and interest in all claims, proceeds and awards from such Condemnation, other than with respect to rights and obligations herein which expressly survive termination pre-closing revenues or profits of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned Sellers. If Purchaser fails to provide written notice of its election to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure Sellers within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above time period, then Purchaser shall be deemed to be Purchaser’s election have elected to proceed under clause (i) above. If Purchaser elects to proceed under Closing pursuant to clause (ii) above, Seller shall not compromise, settle or adjust any claims of the preceding sentence. If the Closing is scheduled to such award without occur within Purchaser’s prior written consent ten (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (510) Business Days prior to the Outside Closing DateDay election period, at Purchaser’s election, the Outside Closing Date shall be extended for postponed until the number of days necessary for Purchaser to have date which is five (5) Business Days after the expiration of such ten (10) Business Day election period. If the Parties unable to agree on the loss in value (if applicable) as provided herein within ten (10) Business Days after Purchaser’s receipt of the Seller Parties’ written notice of such taking Condemnation, the determination of such loss in value shall be made by a nationally recognized appraisal firm reasonably acceptable to elect to proceed under either clause (i) or (ii) abovethe Parties as promptly as possible thereafter.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the loss of more than five percent (5%) of the Property is subject Land or Improvements (computed on a square foot basis), (ii) result in any material reduction or restriction in access to the Land or Improvements or (iii) or have a permanent material adverse effect on the operation of the Hotel as conducted prior to such Condemnation (a “taking” (as defined belowMaterial Condemnation”), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(d), 4.1(e) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within five ten (510) Business Days after receiving Seller’s delivery to Purchaser of written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) aboveCondemnation. If Purchaser elects fails to make an election under Section 13.2(a) within such time period, Purchaser shall be conclusively deemed to have elected to proceed under to Closing pursuant to clause (iiB) above, Seller shall not compromise, settle or adjust any claims of Section 13.2(a). If the Closing Date is scheduled to such award without occur within Purchaser’s prior written consent ten (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (510) Business Days prior to the Outside Closing DateDay election period, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause ten (i10) or (ii) aboveday election period.

Material Condemnation. If prior to the Closing, all or any diminution in the value of the remaining Real Property as a result of a condemnation is material portion (as defined in Section 18(d)hereinafter defined), of the Property is subject then Buyer may, at its option to a “taking” (as defined below), Purchaser shall have the right, exercisable by giving written notice to Seller be exercised within five (5) Business Days after receiving written notice days of such taking (but in any event prior to the Closing)commencement of condemnation proceedings, either (i) terminate this Agreement or elect to continue this Agreement unchanged and in full force and effect. If Buyer elects to terminate this AgreementAgreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer elects to continue this Agreement unchanged and full force and effect, in which case then this Agreement shall terminate, and neither party shall have any further rights or obligations hereunder (except with respect for any unperformed obligations as of such termination and any obligations stated in this Agreement to rights and obligations herein which expressly survive termination of its expiration or termination. If Buyer elects not to terminate this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow then upon Transfer of Possession there shall be returned a credit against the Purchase Price due hereunder equal to the party depositing amount of any condemnation awards collected by Seller as a result of any such condemnation, less the sameamount of any sums expended by Seller (in its sole discretion and option) toward the collection of such awards. If the awards have not been collected as of Transfer of Possession, then such awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended (in its sole discretion and Purchaser option) to collect such awards, and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept retain the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any such awards to such extent. A condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed “material” if as a result of the condemnation or if reasonably likely in a pending proceeding, any portion or area is condemned which would cause the Real Property to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust in violation of any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer then existing zoning ordinances preventing the use of the Real Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number manufacturing of days necessary for Purchaser to have five (5) Business Days after the receipt vehicles that cannot reasonably be cured by Buyer at a cost of notice 20% of such taking to elect to proceed under either clause (i) Purchase Price or (ii) aboveless.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the loss of more than five percent (5%) of the Property is subject Land or Improvements (computed on a square foot basis) or (ii) result in any material reduction or restriction in access to the Land or Improvements (a “taking” (as defined belowMaterial Condemnation”), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement, in which case Escrow Agent shall refund the Earnest Xxxxx xo Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(d), 4.1(e) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to the Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within five ten (510) Business Days after receiving Seller’s delivery to Purchaser of written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) aboveCondemnation. If Purchaser elects fails to make an election under this Section 13.2(a) within such time period, Purchaser shall be conclusively deemed to have elected to proceed under to the Closing pursuant to clause (iiB) above, Seller shall not compromise, settle or adjust any claims of this Section 13.2(a). If the Closing Date is scheduled to such award without occur within Purchaser’s prior written consent ten (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (510) Business Days prior to the Outside Closing DateDay election period, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause ten (i10) or (ii) aboveday election period.

Material Condemnation. If prior to the Closing, all any portion of or any material portion (as defined interest in Section 18(d)), of the Property shall be taken or is subject to a “taking” (as defined below), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) process of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, being taken by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, domain or if notice of the material taking is received within five (5) Business Days any governmental authority notifies Seller in writing prior to the Outside Closing Date of its intent to take or acquire any portion of or interest in the Property, and such condemnation would materially and adversely affect the use and value of the Property or permit the Tenant to terminate the Lease or reduce the rent payable thereunder (“Material Condemnation”), in Buyer’s reasonable discretion, Seller shall give written notice promptly to Buyer of such event, and Buyer shall have the option to terminate this Agreement by providing written notice to Seller to such effect on or before the date which is ten (10) days from Seller’s written notice to Buyer of such Material Condemnation or on the Closing Date, whichever occurs first, in which event the Outside Closing Date Escrow Agent shall be extended for return the number Escrowed Amount to Buyer pursuant to the terms of days necessary for Purchaser the Deposit Escrow Agreement, this Agreement shall terminate, and neither Seller nor Buyer shall have any recourse against the other, except as otherwise specifically herein provided. If Buyer does not timely notify Seller of its election to have five (5) Business Days after terminate this Agreement, Buyer shall purchase the receipt Property and pay the Purchase Price, and Seller shall pay over or assign to Buyer on delivery of notice the Deed all awards recovered or recoverable by Seller on account of such taking to elect to proceed under either clause (i) or (ii) aboveMaterial Condemnation, less any amounts reasonably expended by Seller in obtaining such award.

Material Condemnation. If the Condemnation would (i) result in the loss of more than five percent (5%) of the fair market value of the Land or Improvements at any one Hotel, (ii) result in any material reduction or restriction in access to the Land or Improvements at any one Hotel, or (iii) have a materially adverse effect on the operation of any one of the Hotels or the Business as conducted prior to the Closing, all or any material portion such Condemnation (as defined in Section 18(d)a “Material Condemnation”), of the Property is subject to a “taking” (as defined below), then Purchaser shall have the rightright to elect, exercisable by giving providing written notice to Seller within five thirty (530) Business Days days after receiving Purchaser’s receipt of Seller’s written notice of such taking Condemnation, to (but in any event prior A) cause the Affected Hotel to the Closing)be excluded from this Agreement pursuant to Section 3.6, either (iB) to terminate this Agreement, in which case neither party the Xxxxxxx Money shall be refunded to Purchaser, and the Parties shall have any no further rights or obligations hereunder (under this Agreement, except with respect to rights and obligations herein those which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation feesuch termination, or (iiC) proceed to accept the Property in its then conditionClosing, without a reduction terminating this Agreement, in the Purchase Price, and which case Seller shall assign to proceed with the Closing and to receive an assignment of Purchaser all of Seller’s rights right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to any condemnation award payable by reason Purchaser at Closing in form and substance reasonably satisfactory to Purchaser. If Purchaser fails to provide written notice of such taking. Purchase’s failure its election to Seller within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above time period, then Purchaser shall be deemed to be have elected to terminate this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s thirty (30) day election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) aboveperiod, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of then the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of Closing for the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date Affected Hotel shall be extended for postponed until the number of days necessary for Purchaser to have date which is five (5) Business Days after the receipt Purchaser’s delivery of its election notice of such taking to elect to proceed under either clause (i) or (ii) aboveSeller.

Material Condemnation. If prior to the Closing, all or any material portion (as defined in Section 18(d)), of the Property Hotel is subject to a Condemnation before the Closing (the “taking” Condemned Hotel”) and the Condemnation would (a) result in the permanent loss of more than ten percent (10%) of the fair market value of the Land or Improvements for the Condemned Hotel, (b) result in any permanent material reduction or restriction in access to the Land or Improvements for the Condemned Hotel, or (c) have a permanent materially adverse effect on the Business of the Condemned Hotel as defined belowconducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the rightright to elect, exercisable by giving providing written notice to Seller within five (5) Business Days 10 days after receiving Purchaser’s receipt of Seller’s written notice of such taking (but in any event prior Material Condemnation, to the Closing), either (i) to terminate this Agreement, in which case neither party Agreement as to all the Hotels and the Parties shall have any no further rights or obligations hereunder (under this Agreement, except with respect to rights and obligations herein which those that expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation feetermination, or (ii) proceed to accept Closing as to all Hotels (including the Property Condemned Hotel), in its then condition, without a reduction in the Purchase Price, and which case Sellers shall assign to proceed with the Closing and to receive an assignment of Purchaser all of Seller’s Sellers’ rights in all proceeds and awards from such Material Condemnation. If Purchaser does not provide written notice of its election to any condemnation award payable by reason of such taking. Purchase’s failure Sellers within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above time period, Purchaser shall be deemed to be Purchaser’s election have elected to proceed under clause (i) above. If Purchaser elects to proceed under Closing pursuant to clause (ii) above, Seller shall not compromise, settle or adjust any claims of the preceding sentence. If the Closing is scheduled to such award without occur within Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Dateelection period, the Outside Closing Date shall be extended for postponed until the number of days necessary for Purchaser to have date that is five (5) Business Days after the receipt earlier of (A) Purchaser’s delivery of its election notice to Seller to proceed to Closing or (B) if Purchaser does not provide an election notice, the expiration of such taking to elect to proceed under either clause (i) or (ii) aboveelection period.

Material Condemnation. If prior to As used in this Agreement, “Material Condemnation” shall mean and refer the Closing, all or any material portion (as defined in Section 18(d)), of the Real Property is being subject to a “taking” taking by a public or governmental authority having the power of eminent domain where (as defined below)i) the estimated value of the portion of the Real Property subject thereto $2,500,000.00 or more, Purchaser shall have or (ii) such condemnation results in any tenant (other than Seller) having the right, exercisable by giving written notice right to terminate their lease at the Property provided that Buyer provides a copy of the applicable condemnation provision to Seller within five (5) Business Days days of lease execution; provided, further, Buyer shall use commercially reasonable efforts to have any termination rights under such lease match the threshold set forth in subsection (i) above. If a Material Condemnation occurs after receiving written notice of such taking (but in any event the Effective Date and prior to the Closing)Closing Date, either (i) then Buyer shall have the right to terminate this AgreementAgreement by written notice to Seller and Escrow Holder delivered within five (5) business days of its receipt of written notice thereof, in which case neither party shall have any further rights obligation or obligations liability to the other hereunder (except other than those which expressly survive termination) and Escrow Holder shall promptly return the Xxxxxxx Money Deposit to Buyer. If this Agreement is not terminated by Buyer as provided above or if any condemnation occurs after the Effective Date and the same does not constitute a Material Condemnation, then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms set forth herein. Any awards or proceeds from the condemning authority with respect to rights any such condemnation (the “Condemnation Proceeds”) shall be allocated between Buyer and obligations herein Seller as follows (unless Buyer elects to terminate this Agreement as a result of a Material Condemnation, in which expressly survive termination case Seller shall retain all of this Agreement)the Condemnation Proceeds): (A) Seller shall be entitled to be reimbursed from the Condemnation Proceeds for (1) all costs, expenses and fees, including reasonable attorneys’ fees, expenses and disbursements, incurred by Seller in connection with negotiating the settlement of such award or proceeds, (2) proceeds of any rental loss, business interruption or similar insurance, or other compensation or loss of use, that are allocable to the period prior to the Closing Date, and any money (including, without limitation, 3) the Depositreasonable and actual costs incurred by Seller (if any) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept physically stabilizing the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any following such condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, provided that Seller shall not compromise, settle or adjust have any claims obligation under this Agreement to such award without Purchaser’s prior written consent do so); and (not B) Buyer shall be entitled to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer the balance of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) aboveCondemnation Proceeds.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a "CONDEMNATION"), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the loss of more than ten percent (10%) of the Property is subject Land or Improvements, (ii) result in any material reduction or restriction in access to the Land or Improvements, (iii) have a “taking” materially adverse effect on the operation of the Hotel as operated prior to such Condemnation or (as defined belowiv) reduces the value of the Land or Improvement by more than One Million and no/100 Dollars ($1,000,000.00) (a "MATERIAL CONDEMNATION"), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller's right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within five ten (510) Business Days days after receiving Seller's delivery to Purchaser of written notice of such taking (but in any event prior Condemnation. If Purchaser fails to the Closing)make an election under Section 13.2(a) within such time period, either (i) Purchaser shall be conclusively deemed to have elected to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder Agreement pursuant to clause (except with respect B) of Section 13.2(a). If the Closing Date is scheduled to rights and obligations herein which expressly survive termination of this Agreement), and any money occur within Purchaser's ten (including, without limitation10) day election period, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause ten (i10) or (ii) aboveday election period.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the loss of more than ten percent (10%) of the Land or Improvements (computed on a square foot basis) of the applicable Property is subject or (ii) result in any material reduction or restriction in access to the Land or Improvements of the applicable Property (a “taking” (as defined belowMaterial Condemnation”), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement with respect to the applicable Property affected by such Material Condemnation, in which case Escrow Agent shall refund the Xxxxxxx Money with respect to the affected Property to Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(c), 4.1(d) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement with respect to such Property, except those which expressly survive such termination, or (B) proceed to the Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within five ten (510) Business Days after receiving Seller’s delivery to Purchaser of written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) aboveCondemnation. If Purchaser elects fails to make an election under this Section 13.2(a) within such time period, Purchaser shall be conclusively deemed to have elected to proceed under to the Closing pursuant to clause (iiB) above, Seller shall not compromise, settle or adjust any claims of this Section 13.2(a). If the Closing Date is scheduled to such award without occur within Purchaser’s prior written consent ten (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (510) Business Days prior to the Outside Closing DateDay election period, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking ten (10) day election period. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement under this Section 13.2(a) with respect to the applicable Property affected by such Material Condemnation, Seller shall have the right, within ten (10) days of Purchaser’s election to terminate, to elect to terminate this Agreement with respect to the other Properties. If Seller fails to make an election within such time period, Seller shall be conclusively deemed to have elected to proceed under either clause (i) or (ii) aboveto Closing with respect to the unaffected Properties.

Material Condemnation. If prior to before the Closing, Closing all or any material portion of any Property (as defined in Section 18(d)), of the Property 17.4) is subject to a “taking” (as defined belowhereinafter defined), Purchaser Buyer shall have the right, exercisable by giving written notice to Seller within five (5) fifteen Business Days after receiving written notice from Seller of such taking (but in any event prior to the Closing)taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), Buyer and Seller shall each be responsible for one-half of any escrow and title cancellation fees, the Deposit shall be returned to Buyer in accordance with Section 2.1.4, and any money (including, without limitation, the Deposit) or other funds and documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property notwithstanding the taking of such portion of the Property, i.e., with the Property in its then then-current condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking; in which event Seller shall, and shall cause Owner to, cooperate with Buyer to have the award paid to Owner and Buyer shall have the right to participate in any award discussions, negotiations and litigation. PurchaseIn such event, Seller shall provide to Buyer (a) continued access the Property in accordance with the Access Agreement, and (b) copies of all notices, filings and other information received by Owner with respect to such taking, in order to facilitate Buyer’s assessment of its ability to recover losses relating to such taking. Buyer’s failure within such 5-fifteen Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be PurchaserBuyer’s election to proceed under clause (iii) above. If Purchaser elects Buyer elects, or is deemed to elect, to proceed under clause (ii) above, Seller shall not, and shall not permit Owner to, compromise, settle or adjust any claims to such award without Purchasersuch Buyer’s prior written consent, which consent (not to may be unreasonably withheld, conditioned granted or delayed)withheld in Buyer’s sole and absolute discretion. As used in this Section 18Section, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if If notice of the material taking is received within five (5) fifteen Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser Buyer to have five (5) fifteen Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) above. The provisions of this Section shall survive the Closing.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a “Condemnation”), Owner shall give written notice of such Condemnation to Lender and Buyer promptly upon Owner’s receipt of notice of such Condemnation. If the Condemnation would (i) result in any material reduction or restriction in access to the Hotel Land, the Golf Course Land or the Improvements, or (ii) have a materially adverse effect on the operation of the Property is subject to Hotel or the Golf Course (a “taking” (as defined belowMaterial Condemnation”), Purchaser then Buyer shall have the right, exercisable by giving written notice in its sole discretion, to Seller within five (5A) Business Days after receiving written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party MFG shall pay to Buyer the balance of the Deposit held by MFG and, in the event of a termination of this Agreement occurring after the Additional Deposit Funding Date, HMF shall also release to MFG the original stamped Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt so as to allow MFG to invoke the Unwind Procedure and upon recovery of the Stamp Duty and Tax Refund, the Stamp Duty and Tax Refund shall be paid to Buyer less the Lender’s Deposit Refund Amount, if any, which MFG shall pay to Lender, and Lender, Owner and Buyer shall have any no further rights or obligations hereunder (under this Agreement, except with respect to rights and obligations herein those which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation feesuch termination, or (iiB) proceed to accept the Property in its then conditionClosing, without a reduction terminating this Agreement, in the Purchase Pricewhich case Lender and Owner shall assign to Buyer all of Lender’s and Owner’s respective right, title and interest in all proceeds and awards from such Condemnation. Buyer shall make an election under this Section 11.1 by giving written notice to Lender and Owner within twenty (20) days after Owner’s delivery to Buyer of written notice of such Condemnation. If Buyer fails to make an election under this Section 11.1 within such time period, Buyer shall be conclusively deemed to have elected to proceed with to Closing pursuant to clause (B) of this Section 11.1. If the Closing and Date is scheduled to receive an assignment of all of Selleroccur within Buyer’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause twenty (i20) or (ii) above shall be deemed to be Purchaser’s day election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Dateperiod, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause twenty (i20) or (ii) aboveday election period.

Material Condemnation. If prior the event of any actual or threatened condemnation or taking pursuant to the Closing, power of eminent domain of all or any material portion of the Real Property, or any proposed sale in lieu thereof (as defined in Section 18(d)a "Condemnation"), Seller shall give written notice of such Condemnation to Purchaser promptly after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the loss of more than five percent (5%) of the Property is subject Land or Improvements, (ii) result in any material reduction or restriction in access to the Land or Improvements, or (iii) have a “taking” materially adverse effect on the operation of the Hotel as operated prior to such Condemnation (as defined belowa "Material Condemnation"), then Purchaser shall have the right, exercisable in its sole discretion, to (A) terminate this Agreement, in which case Escrow Agent shall refund the entire Deposit to Purchaser, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller's right, title and interest in all proceeds and awards from such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within five ten (510) Business Days days after receiving Seller's delivery to Purchaser of written notice of such taking (but in any event prior Condemnation. If Purchaser fails to the Closing)make an election under Section 13.2(a) within such time period, either (i) Purchaser shall be conclusively deemed to have elected to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder Agreement pursuant to clause (except with respect B) of Section 13.2(a). If the Closing Date is scheduled to rights and obligations herein which expressly survive termination of this Agreement), and any money occur within Purchaser's ten (including, without limitation10) day election period, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for until the number of days necessary for Purchaser to have five tenth (510th) Business Days day after the receipt of notice expiration of such taking to elect to proceed under either clause ten (i10) or (ii) aboveday election period.