Material Damage or Condemnation. If, after the Effective Date and prior to the Closing Date, the Property shall be destroyed or damaged, or if the Property shall become the subject of any proceedings, judicial, administrative, or otherwise, for eminent domain or condemnation, Seller shall promptly notify Buyer thereof. If (a) the value of the Property destroyed or damaged or subject to taking (and/or the impact on the remainder of the Property) is greater than two percent (2%) of the Purchase Price, or (b) there is any actual or threatened condemnation or eminent domain action of any direct or indirect access to or parking spaces at the Property or would cause the Property to become non-conforming (or legal non-conforming) for zoning purposes, then Buyer shall have the right to terminate this Agreement by written notice to Seller and upon such termination, neither Seller or Buyer shall thereafter have any obligation to each other, other than those that by their terms survive the termination of this Agreement. In the alternative, Buyer may elect to complete the transaction on the terms set forth in this Agreement and, in such event, Buyer shall receive a full assignment of all insurance proceeds paid or payable by reason of such damage or destruction or condemnation awards, as applicable, given as consideration for the taking (other than proceeds, not to exceed $20,000 without the prior written consent of Buyer, reasonably expended prior to Closing in restoration and repair of the Property by Seller, in Seller’s sole and but good faith discretion) plus a credit against the Purchase Price in the amount of the deductible. The phrase “taking by eminent domain” includes any notices of taking or commencement of proceedings under eminent domain power, but excludes any claim for inverse condemnation.
Material Damage or Condemnation. If the Project is materially damaged or if the Project or any part thereof is materially taken by condemnation or there is any condemnation or threatened condemnation of any direct or indirect access to the Project prior to the Closing Date, then Buyer shall have the right to terminate this Agreement and reject the Project and, on Buyer's written notice to Seller and Escrow Holder, the Xxxxxxx Money Deposit shall be returned to Buyer and this Agreement shall be terminated forthwith and neither Seller nor Buyer shall thereafter have any obligation to each other, except as set forth in SECTION 8.1 above and except as otherwise specifically set forth herein with respect to matters which survive termination of this Agreement. In the alternative, Buyer may elect to complete the transaction on the terms set forth in this Agreement and, in such event, or in the event there is damage to the Project that does not result in the Project being "materially damaged" as defined below (provided Seller and Buyer agree in their respective sole discretion on the amount of a reduction in the Purchase Price to reflect the costs of repairing such damage), and Seller shall retain the right to all insurance proceeds allocable to the restoration of the damaged Project or given as consideration for the taking. By "materially damaged," Seller and Buyer mean damaged to the extent (i) of any uninsured damage unless Seller agrees to pay Buyer the entire amount of such uninsured damage, (ii) the cost to repair such damage or destruction to the Project exceeds the sum of Two Hundred Fifty Thousand Dollars ($250,000.00), or (iii) any damage that allows a Lead Tenant to terminate its Lease. By "materially taken," Seller and Buyer mean a condemnation or taking by eminent domain occurring on the Project that results in the elimination of more than five percent (5%) of the Project, the elimination of more than five percent (5%) of the total gross square footage of the land comprising the Land, the elimination of more than either five percent (5%) of the parking areas at the Project or such portion of the parking areas such that the remaining parking areas do not provide sufficient parking to comply with applicable governmental requirements, or the elimination of any GLA in the Improvements at the Project or which otherwise permits any Lead Tenant to xxxxx its rent or terminate its Lease. The phrase "taking by eminent domain" includes any notices of taking or commencement of proceedings under ...
Material Damage or Condemnation. The risk of loss upon the Property shall be upon the Seller until the Closing. If the Property is materially damaged prior to the Closing or any part thereof is materially taken by condemnation prior to the Closing, Buyer shall have the right to, at Buyer's sole option, to either pro-rate the Purchase Price of the Property, or to reject the Property and, on written notice of Buyer, this Agreement shall be terminated and neither Seller nor Buyer shall thereafter have any obligation to each other with respect thereto and any Xxxxxxx Money shall be returned to Buyer with any interest accrued thereon. In the alternative, at Buyer's sole option, Buyer may elect to pro-rate the Purchase Price of the Property and complete the transaction on the terms set forth in this Agreement; in such event, Buyer shall receive an assignment of any such insurance proceeds or condemnation proceeds, as the case may be, as are allocable to the damaged Property or to the portion of the Property taken.
Material Damage or Condemnation. If, prior to Closing, the Property or any part thereof shall be destroyed or materially damaged by fire or other casualty, or condemned in any material respect (that is, damage or destruction which Buyer reasonably believes could be in excess of $500,000.00, or a condemnation which impedes access to the Property or reduces the number of parking spaces serving the Improvements to the extent that such reduction causes a violation of any applicable law, rule, regulation or bylaw), Buyer shall have the option either to terminate this Agreement (which termination option shall be exercised by Buyer, if at all, within ten (10) days after Buyer’s receipt of notice of any such casualty of condemnation) or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If Buyer elects to consummate the transaction contemplated by this Agreement, Buyer shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing and thereafter, execute and deliver to Buyer all required proofs of loss, assignments of claims and other similar items. Buyer shall receive a credit against the Purchase Price equal to Seller’s insurance deductible. If Buyer elects to terminate this Agreement as aforesaid, the Deposit shall be returned to Buyer by Escrow Agent, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for the obligations of Buyer that expressly survive termination of this Agreement.
Material Damage or Condemnation. In the event of the occurrence of any of the following prior to the Close of Escrow: (i) the commencement of any eminent domain or condemnation proceedings with respect to any portion of the Property, or (ii) any casualty which shall cost in excess of One Hundred Thousand Dollars ($100,000) to repair, Buyer may terminate this Agreement on written notice to Seller given prior to the Close of Escrow in which case Buyer shall be responsible for any escrow costs and cancellation fees. If Buyer does not terminate this Agreement in a timely manner pursuant to this Paragraph 16.2, then the parties shall proceed to the Close of Escrow without any reduction of the Purchase Price or other change in terms and Seller shall assign to Buyer at closing all insurance or condemnation proceeds.
Material Damage or Condemnation. In the event of the occurrence of any of the following prior to the Close of Escrow: (i) the commencement of any eminent domain or condemnation proceedings with respect to any portion of the Property, (ii) any casualty which shall cost in excess of One Million Dollars ($1,000,000.00) to repair or (iii) damage or destruction which will entitle any Major Tenant to terminate its Lease, Buyer party may terminate this Agreement and the rights and obligations of the parties on written notice to Seller given prior to the Close of Escrow, in which case the Deposit and all interest earned thereon shall be returned to Buyer, and Seller and Buyer shall each be responsible for one-half (½) of any escrow costs and cancellation fees. If Buyer fails to terminate in a timely manner pursuant to this Paragraph 16.2, then the parties shall proceed to the Close of Escrow without any reduction of the Purchase Price or other change in terms, and Seller shall assign to Buyer at closing all insurance or condemnation proceeds and credit Buyer for any insurance deductible (excluding any earthquake deductible).
Material Damage or Condemnation. If at any time prior to the Closing Date the Property is damaged by fire or other casualty, Sellers shall deliver prompt written notice thereof to Buyer. If the cost to repair such damage is reasonably estimated by a mutually acceptable independent insurance adjuster to exceed Seven Million and No/100s Dollars ($7,000,000) or if all or any material portion of the Property is condemned or taken by eminent domain proceedings by any public authority, then Seller shall deliver written notice thereof to Buyer, and Buyer, at Buyer’s option, may terminate this Agreement by delivering written notice thereof to Sellers within ten (10) business days following Buyer’s receipt of such notice from Sellers. If Buyer timely delivers any such termination notice to Sellers, then the parties shall jointly instruct Escrow Agent to release the Deposit to Buyer, this Agreement shall terminate, and no party shall have any further obligations or rights to any other party hereunder, except for those obligations and rights which expressly survive the termination of this Agreement.
Material Damage or Condemnation. If the Real Property, or any portion thereof, is taken by condemnation or there is any condemnation or threatened condemnation of any direct or indirect access to the Property prior to the Closing Date, then Buyer shall complete the transactions on the terms set forth in this Agreement and, in such event, Buyer shall receive a full assignment of all condemnation proceeds given as consideration for the taking. By "taken," Seller and Buyer mean a condemnation or taking by eminent domain occurring on the Real Property. The phrase "taking by eminent domain" includes any notices of taking or commencement of proceedings under eminent domain power, but excludes any claim for inverse condemnation. In the event the Real Property suffers a casualty loss or any damage whatsoever, then Buyer shall complete the transactions or the terms set forth in this Agreement and, in such event, Buyer shall receive full assignment of any and all insurance proceeds resulting therefrom. In such event, Seller shall reasonably cooperate with Buyer to ensure that said proceeds are paid to Buyer.
Material Damage or Condemnation. In the event that, prior to Closing, the Property, or any part thereof, is materially damaged, or if condemnation proceedings are commenced against the Property which would reduce the total square footage of the Property by more than 5%, Buyer shall have the right, exercisable by giving written notice of such decision to the other within 15 business days after receiving written notice of such damage or condemnation proceedings or threat thereof, to terminate this Agreement; in which case, Seller shall cause the return to Buyer of the Deposit (including the $10,000 released to Seller pursuant to Section 2.2(a)), and neither Buyer nor Seller shall have further liability or obligation to each other hereunder except as otherwise expressly provided in this Agreement. For purposes of this Agreement, material damage shall mean any damage or loss which would (a) cost in excess of $100,000 to repair or restore or (b) require more than 120 days to repair or restore, as determined in good faith by Seller and Buyer. If Buyer elects to accept the Property in its then condition, all proceeds of insurance or condemnation awards paid or payable to Seller by reason of such damage or condemnation shall be paid or assigned to Buyer and there shall not be any reduction or abatement of the Purchase Price.
Material Damage or Condemnation. If the Project is materially damaged or if the Project or any part thereof is materially taken by condemnation or there is any condemnation or threatened condemnation of any direct or indirect access to the Project prior to the Closing Date, then Buyer shall have the right to reject the Project and, on written demand of Buyer, this Agreement shall be terminated forthwith and neither Seller nor Buyer shall thereafter have any obligation to each other, except as set forth in SECTION 8.1 above. In the alternative, Buyer may elect to complete the transaction on the terms set forth in this Agreement and, in such event, Buyer shall receive a full assignment of all insurance proceeds (and shall use such proceeds to make necessary repairs to the Project) or condemnation proceeds, as the case may be, allocable to the restoration of the damaged Project or given as consideration for the taking. By "materially damaged," Seller and Buyer mean (i) any uninsured damage or (ii) the cost to repair such damage or destruction to the Project exceeds the sum of Fifty Thousand Dollars ($50,000.00). By "materially taken," Seller and Buyer mean a condemnation or taking by eminent domain occurring on the Project that results in the elimination of more than five percent
