Common use of Risk of Loss/Condemnation Clause in Contracts

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, 7.10.1 Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided herein, shall be borne by Seller. In to prevent normal operation of any material portion of a System or the replacement or restoration of the lost or damaged property within twenty (20) days after the occurrence of the event all resulting in such loss or damage, Seller will immediately notify Buyer of that fact and Buyer, at any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller time within ten (10) business days after Buyer’s receipt of such notice, may elect by written notice of to Seller either (i) to waive such condemnation, taking or damage, upon which termination a proportionate part defect and proceed toward consummation of the Xxxxxxx Money shall be returned to acquisition of the Buyer Assets in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rightsterms of this Agreement, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and in which event Seller shall assign to Buyer at all insurance proceeds and insurance policies relating thereto, or (ii) to adjust the Closing the rights of Seller Base Purchase Price commensurate with such loss or damage on a replacement cost basis. 7.10.2 If, prior to the awardsClosing, any material part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if anya Governmental Authority having such power informs the affected Seller or Buyer that it intends to take or condemn all or any part of the Assets (such event being called, for in either case, a "Taking"), then (a) Buyer will have the condemnation or takingsole right, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualtyin the name of Seller, if Buyer does not elect so elects, to terminate this Agreement negotiate for, claim, contest and receive all damages with respect to any such Property the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or does not have interests that are the right to terminate this Agreement as aforesaid, there shall be no abatement subject of the Purchase Price and Taking, (c) at the Closing, Seller shall will assign to Buyer at the Closing the all of Seller's rights of Seller to the proceeds under Seller’s insurance policies covering such Property all damages and costs payable with respect to such damage or destruction (or Taking and will pay to Buyer any such proceeds received prior all damages and costs previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect theretoto the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the Taking as Buyer shall may from time to time reasonably request. To the extent damages for such taking do not equal replacement cost, a further adjustment to the Base Purchase Price will be entitled made equal to receive and keep any monies received from such insurance policiesthe difference between the two values.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller; provided, however, that Seller shall have no obligation to repair such loss or damage. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken), then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten five (105) business days after Buyer’s receipt of notice of such condemnation, taking or damagedamage (and the Closing shall be extended until the two (2) business days after the expiration of such termination election period, if applicable), upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaidAgreement, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence If, prior to the Close of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until ClosingEscrow, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right damaged by reason of termination earthquake, rain, flooding or abatement other cause, the cost of rent under which to repair or restore exceeds five percent (5%) of the Lease Purchase Price for such Propertythe Property ("Material Damage"), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, all or (c) with respect to any condemnation, any Improvements or access to a portion of the Property or more than in excess of five percent (5%) of the Property is condemned, or written notice of intent to condemn is provided to Seller, by any legally constituted governmental authority (or will be) condemned or taken"Material Condemnation"), then, Buyer may elect Buyer, as its sole recourse, shall have the right to terminate this Agreement with respect to each such Property by providing delivery of written notice of such termination thereof to Seller within ten (10) business days Business Days after Buyer’s 's receipt of written notice of any such condemnationMaterial Damage or Material Condemnation, taking or damageunless, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to Material Damage, Seller elects to repair such damage. If Buyer fails to so terminate this Agreement, or if any damage to the Property is not Material Damage, or the condemnation is not Material Condemnation, then Buyer shall not be released from any obligation to purchase the Property and, when sold, the Property shall be sold to Buyer in its then "as is" condition with no reduction in the Purchase Price, except that if Seller has not caused the damage to be repaired prior to the Close of Escrow, Seller shall pay or assign to Buyer any insurance proceeds payable for such damage to the Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer all condemnation proceeds payable for such condemnation of the Property at Close of Escrow. Notwithstanding the Closing the rights of Seller to the awardsforegoing, if anyany damage is caused by Buyer or its agents, for the condemnation employees, contractors, consultants, subcontractors, or takingaffiliates then such damage shall be repaired by Buyer at Buyer's expense, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the no right to terminate this Agreement as aforesaid, there shall be no abatement by reason of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesdamage.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect theretothereto not already paid by Seller, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, A. Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, except theft or other casualty at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided herein, shall be borne by Seller. In the event all or to prevent normal operation of any portion of the System within five days after the occurrence of the event resulting in such loss or damage, Seller shall immediately notify Buyer of that fact and Buyer, at any Property time within ten days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with this Agreement or (ii) to terminate this Agreement. If Buyer elects to consummate the acquisition of the Assets notwithstanding such loss or damage and does so, there will be no adjustment in the aggregate consideration to be paid for the Assets under Article II on account of such loss or damage but all insurance proceeds paid or payable as a result of the occurrence of the event causing such loss or damage will be delivered by Seller to Buyer at the Closing or the rights to such proceeds will be assigned by Seller to Buyer at the Closing if not yet paid over to Seller. B. If, prior to the Closing, any portion of the System is damaged in any casualty taken or condemned or taken (or notice as a result of any condemnation or taking is issued) so that: (a) Tenant has a right the exercise of termination or abatement the power of rent under the Lease for such Propertyeminent domain, or (b) with respect if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) portion of the Property is System (or will be) condemned or takensuch event being referred to herein, thenin either case, as a "Taking"), then Buyer may terminate this Agreement. If Buyer does not so elect to terminate this Agreement then (i) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and (if the Closing occurs) receive all damages with respect to each such Property by providing written notice the Taking, (ii) Seller shall be relieved of such termination its obligation to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking convey to Buyer the Asset or damage, upon which termination a proportionate part interests that are the subject of the Xxxxxxx Money shall be returned to Taking and (iii) at the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Closing Seller shall assign to Buyer at the Closing the all of Seller's rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have (including the right to terminate this Agreement as aforesaid, there shall be no abatement receive payment of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property damages) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (a) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, except theft or other casualty at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided hereinto prevent normal operation of any portion of the Systems within five days after the occurrence of the event resulting in such loss or damage, Seller shall immediately notify Buyer of that fact and Buyer, at any time within ten days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with this Agreement or (ii) to terminate this Agreement. If Buyer elects to consummate the acquisition of the Assets notwithstanding such loss or damage and does so, at Buyer's election (i) there will be an adjustment in the aggregate consideration to be paid for the Assets under Article II on account of such loss or damage and Seller shall be borne by Seller. In entitled to all insurance proceeds paid as a result of such loss or damage or (ii) all insurance proceeds paid or payable as a result of the occurrence of the event all causing such loss or damage will be delivered by Seller to Buyer at the Closing or the rights to such proceeds will be assigned by Seller to Buyer at the Closing if not yet paid over to Seller. (b) If, prior to Closing, any portion of the System is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn any portion of any Property is damaged System (such event being referred to herein, in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has either case, as a right of termination or abatement of rent under the Lease for such Property"Taking"), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, then Buyer may terminate this Agreement. If Buyer does not so elect to terminate this Agreement then (i) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and (if the Closing occurs) receive all damages with respect to each such Property by providing written notice the Taking, (ii) Seller shall be relieved of such termination its obligation to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking convey to Buyer the Asset or damage, upon which termination a proportionate part interests that are the subject of the Xxxxxxx Money shall be returned to Taking and (iii) at the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Closing Seller shall assign to Buyer at the Closing the all of Seller's rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have (including the right to terminate this Agreement as aforesaid, there shall be no abatement receive payment of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property damages) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (a) Seller shall notify Buyer in writing of same. Until Closing, bear the risk of loss of, and all obligations, if any, to insure, the Acquired Assets prior to the Closing, and such risk of loss and obligation to insure with respect to the Acquired Assets shall transfer, with the Acquired Assets, from Seller to Holdco at the Closing. If any such loss or damage is so substantial as to prevent the operation of any material portion of the Acquired Assets or Cable Modem Business or the replacement or restoration of the lost or damaged property within 45 days after the occurrence of the event resulting in such loss or damage, Seller will promptly notify Holdco of that fact and Holdco, at any time within 10 days after receipt of such notice, may elect by written notice to Seller to either (i) waive such defect or (ii) terminate this Agreement pursuant to Article X hereof. If Holdco elects to so terminate this Agreement, Holdco and Seller will be discharged of any and all obligations hereunder, subject to Article X hereof. If, on the other hand, Holdco elects to waive such defect notwithstanding such loss or damage, there will be no adjustment to the PropertyPurchase Price on account of such loss or damage, except but upon the consummation of the transactions contemplated by this Agreement, all insurance proceeds payable as otherwise expressly provided herein, shall be borne by Seller. In a result of the occurrence of the event resulting in such loss or damage (other than insurance proceeds in respect of "business interruption" damages based upon lost profits or business opportunities) will be delivered by Seller to Holdco, or the rights to such proceeds will be assigned by Seller to Holdco if not yet paid over to Seller. (b) If, prior to the Closing, all or any portion of any Property part of, or interest in, the Acquired Assets is damaged in any casualty taken or condemned or taken (or notice as a result of any condemnation or taking is issued) so that: (a) Tenant has a right the exercise of termination or abatement the power of rent under the Lease for such Propertyeminent domain, or (b) with respect if a Governmental Authority having such power informs Seller or Holdco that it intends to condemn all or any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned Acquired Assets (such event being called, in either case, a "Taking"), then (i) Holdco will have the sole right, in the name of Seller, if Holdco so elects, to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 negotiate for, claim and neither party hereto contest (and shall have any further rightsthe right to receive all damages at the Closing with respect to) the Taking, obligations (ii) Seller will be relieved of its obligation to convey to Holdco the Acquired Assets or liabilities under this Agreement interests that are the subject of the Taking, (iii) at the Closing, Seller will assign to Holdco all of Seller's rights to all damages payable with respect to such Property, except as otherwise expressly set forth herein. With respect Taking and will pay to any condemnation or taking (of any notice thereof), if Buyer does not elect Holdco all damages previously paid to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any the Taking, and (iv) following the Closing, Seller will give Holdco such Property or does not have further assurances of Seller's rights and the right to terminate this Agreement as aforesaidassignment of Seller's rights, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property in each case with respect to such damage the Taking as contemplated in clauses (i) through (iii) above, as Holdco may from time to time reasonably request. The foregoing will not affect or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer limit the amount scope of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesrepresentation or warranty of Seller in this Agreement.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any the Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to all of the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such the Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such the Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence If, prior to the Close of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until ClosingEscrow, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right damaged by reason of termination earthquake, rain, flooding or abatement other cause, the cost of rent under which to repair or restore exceeds five percent (5%) of the Lease Purchase Price for such Propertythe Property (“Material Damage”), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, all or (c) with respect to any condemnation, any Improvements or access to a portion of the Property or more than in excess of five percent (5%) of the Property is condemned, or written notice of intent to condemn is provided to Seller, by any legally constituted governmental authority (or will be) condemned or taken“Material Condemnation”), then, Buyer may elect shall have the right to terminate this Agreement with respect to each such Property by providing delivery of written notice of such termination thereof to Seller within ten (10) business days Business Days after Buyer’s receipt of written notice of any such condemnationMaterial Damage or Material Condemnation, taking or unless, with respect to Material Damage, Seller elects to, and does, repair such damage. In the event Buyer so terminates this Agreement, upon which termination a proportionate part of the Xxxxxxx Money shall Deposit and all interest accrued thereon will be returned to Buyer. If Buyer fails to so terminate this Agreement, or if any damage to the Property is not Material Damage, or the condemnation is not Material Condemnation, then Buyer shall not be released from any obligation to purchase the Property and, when sold, the Property shall be sold to Buyer in accordance its then “as is” condition with no reduction in the Purchase Price as set forth on Exhibit A1 and neither party hereto Price, except that if Seller has not caused the damage to be fully repaired prior to the Close of Escrow, Seller shall have pay or assign to Buyer any further rights, obligations or liabilities under this Agreement with respect insurance proceeds payable for such damage to such the Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer all condemnation proceeds payable for such condemnation of the Property at the Closing the rights Close of Seller to the awards, if any, for the condemnation or taking, Escrow and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of a credit against the Purchase Price and Seller shall assign to Buyer at for the Closing the rights amount of Seller to the proceeds any applicable deductible or self-insured retention, under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiespolicy.

Risk of Loss/Condemnation. Upon an occurrence of If the Property (or a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property thereof) is damaged in any casualty such that it substantially impacts Buyer’s ability to develop the Property pursuant to the Joint Development Agreement, or if the Property (or a portion thereof) is condemned or taken (or notice of any such condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under such that it substantially impacts Buyer’s ability to develop the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access Property pursuant to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, thenJoint Development Agreement, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon in which termination a proportionate part of event the Xxxxxxx Money Money, Non-refundable EMD, and Extension EMD (if made) shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto Party shall have any further rights, obligations or liabilities under this Agreement, except as otherwise set forth herein. Except as specifically set forth above, Buyer shall have no right to terminate this Agreement with respect to such Property, except as otherwise expressly set forth hereina casualty or condemnation. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect terminate this Agreement or does not have the right to cancel terminate this Agreement as aforesaidprovided above, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to may receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaidprovided above, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer minus the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.. The terms of this Section 7 shall survive Closing.‌

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (a) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, except theft or other casualty at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided hereinto prevent normal operation of any portion of the Systems within five days after the occurrence of the event resulting in such loss or damage, Seller shall immediately notify Buyer of that fact and Buyer, at any time within ten days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with this Agreement or (ii) to terminate this Agreement. If Buyer elects to consummate the acquisition of the Assets notwithstanding such loss or damage and does so, at Buyer's election (i) there will be an adjustment in the aggregate consideration to be paid for the Assets under Article II on account of such loss or damage and Seller shall be borne by Seller. In entitled to all insurance proceeds paid as a result of such loss or damage or (ii) all insurance proceeds paid or payable as a result of the occurrence of the event all causing such loss or damage will be delivered by Seller to Buyer at the Closing or the rights to such proceeds will be assigned by Seller to Buyer at the Closing if not yet paid over to Seller. (b) If, prior to Closing, any portion of any Property System is damaged in any casualty taken or condemned as a result of the exercise of the power of eminent domain, or taken (if a Governmental Authority having such power informs Seller or notice Buyer that it intends to condemn any portion of any condemnation or taking is issued) so that: System (a) Tenant has such event being referred to herein, in either case, as a right of termination or abatement of rent under the Lease for such Property"Taking"), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, then Buyer may terminate this Agreement. If Buyer does not so elect to terminate this Agreement then (i) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and (if the Closing occurs) receive all damages with respect to each such Property by providing written notice the Taking, (ii) Seller shall be relieved of such termination its obligation to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking convey to Buyer the Asset or damage, upon which termination a proportionate part interests that are the subject of the Xxxxxxx Money shall be returned to Taking and (iii) at the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Closing Seller shall assign to Buyer at the Closing the all of Seller's rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have (including the right to terminate this Agreement as aforesaid, there shall be no abatement receive payment of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property damages) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller Sellers shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the PropertyProperties, except as otherwise expressly provided herein, shall be borne by SellerSellers. In the event all or any portion of any Property the Properties is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: that (a) with respect to multi-tenant Properties, any Tenant leasing greater than twenty percent (20%) of the rentable square footage of any Property leased on the date hereof has exercised a right of termination or abatement under its Lease, (b) with respect to the Leasehold Properties, the applicable Ground Lessor has exercised a right of rent termination under the Lease for such PropertyGround Lease, (c) with respect to single-tenant properties, the Tenant has exercised a right of termination under its Lease, or (bd) with respect to any casualty, if the cost to repair such casualty would exceed $50,000500,000 per Property, or (c) with respect to any condemnation, any Improvements or access to the Property Properties or more than five percent (5%) of the any Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property (but only with respect to) the affected Properties by providing written notice of such termination to Seller Sellers within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part termination, the Purchase Price and Exxxxxx Money shall be prorated as provided in Section 3(a) above, and the pro rata portion of the Xxxxxxx Exxxxxx Money applicable to the affected Properties, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Sellers shall assign to Buyer at the Closing Closing, the rights of Seller Sellers to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Sellers shall assign to Buyer at the Closing Closing, the rights of Seller Sellers to the proceeds under Seller’s Sellers’ insurance policies covering such Property Properties with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiespolicies (other than any rent loss or business interruption insurance proceeds for the period prior to the Closing Date).

Risk of Loss/Condemnation. 12.1 If, between the date of this Agreement and the Closing Date, the Premises are damaged by fire or other casualty, the provisions of Section 5-1311 of the New York General Obligations Law, or any statute enacted in substitution therefor or in addition thereto, shall not apply. Such provisions are hereby waived, and the provisions of the following Section 12.2 shall apply instead. 12.2 Upon an the occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer Purchaser in writing of same. Until Closing, the risk of loss or damage to all of the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all of the Property or any Unit or any portion of any Property Unit is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) a Tenant has a right of termination or abatement of rent under the Lease for such PropertyUnit, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,0003,400,000.00, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer then Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after BuyerPurchaser’s receipt of notice of such condemnation, condemnation or taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Downpayment shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Purchaser and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such the Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer Purchaser does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer Purchaser shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Purchaser does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer Purchaser any such proceeds received prior to Closing) and pay credit to Buyer Purchaser the amount of any deductible with respect thereto, and Buyer Purchaser shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence If, prior to the Close of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until ClosingEscrow, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right damaged by reason of termination earthquake, rain, flooding or abatement other cause, the cost of rent under which to repair or restore exceeds five percent (5%) of the Lease Purchase Price for such Propertythe Property ("Material Damage"), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, all or (c) with respect to any condemnation, any Improvements or access to a portion of the Property or more than in excess of five percent (5%) of the Property is condemned, or written notice of intent to condemn is provided to Seller, by any legally constituted governmental authority (or will be) condemned or taken"Material Condemnation"), then, Buyer may elect shall have the right to terminate this Agreement with respect to each such Property by providing delivery of written notice of such termination thereof to Seller within ten (10) business days Business Days after Buyer’s receipt of written notice of any such condemnationMaterial Damage or Material Condemnation, taking or unless, with respect to Material Damage, Seller elects to, and does, repair such damage. In the event Buyer so terminates this Agreement, upon which termination a proportionate part of the Xxxxxxx Money shall Deposit and all interest accrued thereon will be returned to Buyer. If Buyer fails to so terminate this Agreement, or if any damage to the Property is not Material Damage, or the condemnation is not Material Condemnation, then Buyer shall not be released from any obligation to purchase the Property and, when sold, the Property shall be sold to Buyer in accordance its then "as is" condition with no reduction in the Purchase Price as set forth on Exhibit A1 and neither party hereto Price, except that if Seller has not caused the damage to be fully repaired prior to the Close of Escrow, Seller shall have pay or assign to Buyer any further rights, obligations or liabilities under this Agreement with respect insurance proceeds payable for such damage to such the Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer all condemnation proceeds payable for such condemnation of the Property at the Closing the rights Close of Seller to the awards, if any, for the condemnation or taking, Escrow and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of a credit against the Purchase Price and Seller shall assign to Buyer at for the Closing the rights amount of Seller to the proceeds any applicable deductible or self-insured retention, under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiespolicy.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (a) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided herein, shall be borne by Seller. In the event all or to prevent normal operation of any material portion of the System, Seller shall promptly notify Buyer of that fact and Buyer, at any Property is damaged time within 10 days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, accordance with this Agreement or (bii) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect pursuant to each such Property by providing written notice of such termination Section 10.1(c)(v). If Buyer elects to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part consummate the acquisition of the Xxxxxxx Money shall Assets notwithstanding such loss or damage and does so, there will be returned to the Buyer no adjustment in accordance with the Purchase Price on account of such loss or damage but all insurance proceeds payable as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations a result of the occurrence of the event resulting in such loss or liabilities under this Agreement damage (to the extent not previously applied by Seller with respect to such Propertyloss or damage) will be delivered by Seller to Buyer or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. (b) If, except prior to the Closing, any part of a material Asset or an interest in a material Asset is taken or condemned as otherwise expressly set forth herein. With respect a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any condemnation or taking part of a material Asset (of any notice thereofsuch event being referred to, in either case, as a "Taking"), if then Buyer does not elect to cancel may terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign pursuant to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsSection l0.1(c)(vi). With respect to a casualty, if If Buyer does not elect to terminate this Agreement then (a) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property or does not have the right to terminate this Agreement as aforesaidTaking, there (b) Seller shall be no abatement relieved of its obligation to convey to Buyer the Asset or interests that are the subject of the Purchase Price Taking and (c) at the Closing Seller shall assign to Buyer at all of Seller's rights (including the Closing the rights right to receive payment of Seller to the proceeds under Seller’s insurance policies covering such Property damage) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Leases, whether or not the Lease for such Property, restoration work shall be timely completed or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, whether or not the restoration work shall be timely completed, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. 12.1 If, between the date of this Agreement and the Closing Date, the Premises are damaged by fire or other casualty, the provisions of Section 5-1311 of the New York General Obligations Law, or any statute enacted in substitution therefor or in addition thereto, shall not apply. Such provisions are hereby waived, and the provisions of the following Section 12.2 shall apply instead. 12.2 Upon an the occurrence of a casualty, condemnation or taking with respect to any Propertythe Premises, Seller shall notify Buyer Purchaser in writing of same. Until Closing, the risk of loss or damage to all of the PropertyPremises, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property the Premises is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a the right of termination or abatement of rent under the Lease for such PropertyLeases (which is not waived by the Tenant in writing), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000600,000.00, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property Premises is (or will be) condemned or taken, then, Buyer then Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s Purchaser's receipt of notice of such condemnation, condemnation or taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Downpayment shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Purchaser and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Propertythe Premises, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer Purchaser does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the claims or awards, if any, for the condemnation or taking, and Buyer Purchaser shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Purchaser does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement Premises as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property Premises with respect to such damage or destruction (or pay to Buyer Purchaser any such proceeds received prior to Closing) Closing less an amount equal to any reasonable expenses and pay costs actually incurred by Seller to Buyer collect or adjust such insurance or to secure the improvements or initiate repairs or restoration of the Premises, and credit to Purchaser the amount of any deductible with respect thereto, and Buyer Purchaser shall be entitled to receive and keep any monies received from such insurance policies. Any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior the Closing Date shall be payable to Seller.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has Tenants have a right of termination or abatement of rent under the Lease for such PropertyLeases, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s 's receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000500,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Deposit shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to 6.7.1. If any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the PropertyAssets resulting from fire, except theft or other casualty is so substantial as otherwise expressly provided herein, shall be borne by Seller. In to prevent normal operation of any material portion of a System or the replacement or restoration of the lost or damaged property within 20 days after the occurrence of the event all resulting in such loss or damage, Seller will immediately notify Buyer of that fact and Buyer, at any portion time within 10 days after receipt of any Property is damaged in any casualty or condemned or taken (or such notice, may elect by written notice of any condemnation or taking is issued) so that: to Seller either (a) Tenant has a right to waive such defect and proceed toward consummation of termination or abatement the acquisition of rent under the Lease for such Property, Partnership Interests in accordance with terms of this Agreement or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, terminate this Agreement. If Buyer may elect elects so to terminate this Agreement, Buyer and Seller will be discharged of any and all obligations hereunder. If Buyer elects to consummate the transactions contemplated by this Agreement with respect notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to each such Property by providing written notice Seller on account of such termination loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage will be delivered by Seller or the Partnership to Buyer, or the rights to such proceeds will be assigned by Seller or the Partnership to Buyer if not yet paid over to Seller within ten (10) business days after Buyer’s receipt or the Partnership. 6.7.2. If, prior to the Closing, any part of notice or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such condemnationpower informs Seller, taking Buyer or damage, upon which termination a proportionate the Partnership that it intends to condemn all or any part of the Xxxxxxx Money shall be returned to the Buyer Assets (such event being called, in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rightseither case, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereofa "Taking"), if then Buyer does not elect to cancel may terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsAgreement. With respect to a casualty, if If Buyer does not elect to terminate this Agreement Agreement, then (a) Buyer will have the sole right, in the name of Seller or the Partnership, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property or does not have the right Taking, (b) at the Closing, Seller will assign, and will cause the Partnership to terminate this Agreement as aforesaidassign, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at all of Seller's or the Closing the Partnership's rights of Seller to the proceeds under Seller’s insurance policies covering such Property all damages payable with respect to such damage or destruction (or Taking and will pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer Seller or the amount of any deductible Partnership with respect theretoto the Taking and (c) following the Closing, Seller will give, and will cause the Partnership to give, Buyer shall be entitled such further assurances of such rights and assignment with respect to receive and keep any monies received the taking as Buyer may from such insurance policiestime to time reasonably request.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (i) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAcquired Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage, in the reasonable opinion of Buyer, is so substantial as otherwise expressly provided herein, shall be borne by Seller. In to (I) prevent normal operation of any material portion of the Business or the replacement or restoration of the lost or damaged property within 20 days after the occurrence of the event all resulting in such loss or any portion of any Property is damaged damage, or (II) result in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: a Material Adverse Effect, Seller will (a) Tenant has a right immediately notify Buyer of termination or abatement of rent under the Lease for such Property, or that fact and (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer Party may elect to terminate this Agreement. If any Party elects so to terminate this Agreement, all Parties will be discharged of any and all obligations hereunder (other than any obligations arising from a breach by any Party of this Agreement). If the Parties mutually elect to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and do so, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage will be delivered promptly by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller, and Seller will pay to Buyer an amount equal to the difference between the amount of such insurance proceeds and the full replacement cost of the damaged or lost assets as reasonably agreed to by the Parties. (ii) If, prior to the Closing, all or any part of or interest in the Acquired Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Body having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Acquired Assets, and such taking is, in the reasonable opinion of Buyer, so substantial as to prevent normal operation of any material portion of the Business (such event being called, in either case, a "Taking"), then any Party may terminate this Agreement. If all Parties mutually elect to consummate the transactions contemplated by this Agreement, notwithstanding such Taking, then (I) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to each such Property by providing written notice the Taking; (II) Seller will be relieved of such termination its obligation to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking convey to Buyer the assets or damage, upon which termination a proportionate part interests that are the subject of the Xxxxxxx Money shall be returned Taking; (III) at the Closing, Seller will assign to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement all of Seller's rights to all damages payable with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price Taking and Seller shall assign will pay to Buyer at the Closing the rights of all damages previously paid to Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any the Taking; and (IV) following the Closing, Seller will give Buyer such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement further assurances of the Purchase Price such rights and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property assignments with respect to such damage or destruction (or pay the taking as Buyer may from time to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiestime reasonably request.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the All risk of loss or damage to the PropertyProperty prior to Closing, except as otherwise expressly provided hereinincluding, without limitation, loss by fire, windstorm, or other casualty, shall be borne by rest with Seller. In If, prior to the event all or any portion of any Closing, the Property is damaged in any casualty as a result of fire or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any other casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing Seller shall give Purchaser written notice of such termination thereof and Purchaser shall have the option, exercisable by written notice to Seller within ten (10) business days after Buyer’s receipt of notice the occurrence of such condemnationdamage or casualty, taking or damage, upon which termination a proportionate part to either: (a) accept title to the Property without any reduction of the Xxxxxxx Money shall be returned Purchase Price, in which event, at the Closing and subject to the Buyer rights of Tenant, Seller shall assign to Purchaser any insurance proceeds payable to Seller or its successors or assigns by reason of such damage or casualty, and pay over to Purchaser any monies theretofore received by Seller in accordance connection with the Purchase Price as set forth on Exhibit A1 and such fire or other casualty; or (b) terminate this Agreement, in which event neither party hereto Seller nor Purchaser shall have any further rightsobligations under this Agreement, except for those continuing obligations which survive the termination of the Agreement, and the Purchaser shall receive the prompt return of the Deposit. In the event Purchaser shall fail to exercise either such option within such ten (10) day period, Purchaser shall be deemed to have elected the option set forth in the foregoing clause (b). In the event all or liabilities a substantial portion (making use of the Property as a restaurant commercially unfeasible, or which results in Tenant having a termination right under the Lease or which materially adversely affects parking or access to the Property) of the Property is taken by eminent domain proceedings this Agreement shall terminate and Purchaser shall receive the Deposit as its sole and exclusive remedy subject to the terms and conditions under this Agreement with respect which survive termination. In the event part of the Property is taken by eminent domain proceedings (but the Property may still be operated as a restaurant, and the Tenant has not terminated the Lease and parking and access to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereofthe Property have not been materially and adversely affected), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not Purchaser may either (i) elect to terminate this Agreement with respect and receive the Deposit as its sole remedy subject to the continuing obligations hereunder or (ii) Purchaser may elect to accept title to the Property, without any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of reduction in the Purchase Price and Seller shall assign proceed to Buyer at the Closing Closing, with any condemnation proceeds being paid to Purchaser subject to the rights of Seller Tenant in the proceeds pursuant to the proceeds under terms of the Lease. In the event Purchaser fails to elect either remedy within ten (10) days of its receipt of notice of the condemnation from Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer Purchaser shall be entitled deemed to receive and keep any monies received from such insurance policieshave elected option (i).

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, (a) The Sellers will bear the risk of any loss or damage to the PropertyPurchased Assets at all times prior to the Closing. If the Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding any such loss or damage that has not been repaired prior to the Closing, except and does so, all insurance proceeds payable as otherwise expressly provided herein, shall be borne by Seller. In a result of the occurrence of the event resulting in such loss or damage will be delivered by the Sellers to the Buyer, or the rights to such proceeds will be assigned by the Sellers to the Buyer if not yet paid over to the Sellers. (b) If, prior to the Closing, all or any part of or interest in the Purchased Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs a Seller or the Buyer that it intends to condemn all or any part of or interest in the Purchased Assets and such taking is so substantial as to prevent normal operation of any material portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is Systems (or will be) condemned or takensuch event being called, thenin either case, a "Taking"), then the Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of Agreement. If the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement Agreement, then (i) the Buyer will have the sole right, in the name of the Sellers, if the Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property the Taking, (ii) the Sellers will be relieved of their obligation to convey to the Buyer the Purchased Assets or does not have interests that are the right to terminate this Agreement as aforesaid, there shall be no abatement subject of the Purchase Price and Seller shall Taking, (iii) at the Closing, the Sellers will assign to the Buyer at the Closing the all of their rights of Seller to the proceeds under Seller’s insurance policies covering such Property all damages payable with respect to such damage or destruction (or Taking and will pay to the Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Sellers with respect theretoto the Taking and (iv) following the Closing, the Sellers will give the Buyer such further assurances of such rights and assignment with respect to the Taking as the Buyer shall be entitled may from time to receive and keep any monies received from such insurance policiestime reasonably request.

Risk of Loss/Condemnation. Upon an occurrence (a) In the event of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the PropertyAcquired Assets or the CATV Business resulting from fire, except as otherwise expressly provided hereintheft or other casualty at all times prior to the Closing, (i) Seller shall be borne by Seller. In either rebuild or restore such Acquired Assets or the event all CATV Business in substantially the condition immediately preceding such loss or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Propertydamage, or (bii) at the Closing, all insurance proceeds paid or payable as a result of the occurrence of the event causing such loss or damage will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller, together with respect to any casualtysuch additional sums, if any, that are necessary to either rebuild or restore such Acquired Assets or the cost to repair CATV Business in substantially the condition immediately preceding such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking loss or damage. If Buyer disputes the amount paid or payable in clause (ii), upon which termination a proportionate part Buyer's good faith itemized, with reasonable specificity, written estimate of the Xxxxxxx Money any deficiency shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement withheld from Buyer's payment of the Purchase Price and deposited by Buyer in the Indemnity Escrow until such matter is resolved. Notwithstanding the provisions set forth above, if, in the event of such loss or damage, Buyer notifies Seller that Buyer intends to rebuild or upgrade the CATV System affected by such loss or damage and that, as a result thereof, Buyer elects not to have Seller either rebuild or restore such Acquired Assets or CATV Business, then Seller shall deliver to Buyer at Closing (A) the amounts and/or rights to proceeds referred to in clause (ii) above or (B) such amount as Seller would have been required to expend or incur (which amount shall include a reasonable allocation for in-house labor and similar expenses) to rebuild or restore pursuant to clause (i) above, if Seller demonstrates, to Buyer's reasonable satisfaction, that such amounts would have been less than the amount referred to in clause (A) above. (b) If, prior to the Closing, any portion of any CATV System is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn any portion of any CATV System (such event being referred to herein, in either case, as a "Taking"), then Seller shall be relieved of its obligation to convey to Buyer the Acquired Asset or interests that are the subject of the Taking, prior to the Closing, Seller shall not settle any claim for damages without Buyer's consent (which consent shall not unreasonably be withheld), and at the Closing Seller shall assign to Buyer at the Closing the all of Seller's rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have (including the right to terminate this Agreement as aforesaid, there shall be no abatement receive payment of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property damages) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if where the cost to repair such casualty would exceed or diminution in value resulting therefrom exceeds $50,000, or 100,000 (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, thenas determined by a third party selected by Buyer and reasonably approved by Seller), Buyer or Seller may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller the other party within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller (a) Sellers shall notify Buyer in writing of same. Until Closing, bear the risk of any loss or damage to the PropertyAssets resulting from fire or other casualty (except reasonable wear and tear) at all times prior to Closing. If any such loss or damage occurs prior to Closing (i) Sellers immediately shall notify Buyer of such occurrence; and (ii) at Closing, except Sellers shall deliver to Buyer all insurance proceeds payable as otherwise expressly provided herein, shall be borne by Seller. In a result of the occurrence of the event resulting in such loss or damage, or Sellers shall assign to Buyer the rights to any such proceeds not yet paid over to Sellers. (b) If, prior to Closing, any material part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Sellers or Buyer that it intends to condemn all or any portion part of any Property is damaged the Assets (such event being called, in any casualty or condemned or taken either case, a "Taking"), (or notice i) Buyer shall have the sole right, in the name of any condemnation or taking is issued) Sellers, if Buyer so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Propertyelects, or (b) to negotiate for, claim, contest and receive all damages with respect to any casualty, if the cost Taking; (ii) Sellers shall be relieved of their obligation to repair such casualty would exceed $50,000, convey to Buyer the Assets or (c) with respect to any condemnation, any Improvements or access to interests that are the Property or more than five percent (5%) subject of the Property is Taking; (or will beiii) condemned or takenat Closing, then, Sellers shall assign to Buyer may elect all of Sellers' rights to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement all damages payable with respect to such Property, except as otherwise expressly set forth herein. With Taking and shall pay to Buyer all damages previously paid to any Seller with respect to any condemnation or taking the Taking; and (iv) following Closing, Sellers shall give Buyer such further assurances of any notice thereof), if such rights and assignment with respect to the Taking as Buyer does not elect from time to cancel time reasonably may request. Buyer and Sellers have executed this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsdate first written above. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.SELLERS Echo Bay Exploration Inc. By: /s/ Robert L. Leclerc ------------------------------------- Name: Robert L. Leclerc Title: Chaxxxxx xxx Xxxxx Xxecutive Officer Echo Bay Minerals Company By: /s/ Robert L. Leclerc ------------------------------------- Name: Robert L. Leclerc Title: Chaxxxxx xxx Xxxxx Xxecutive Officer BUYER Newmont USA Limited dba Newmont Mining Corporation

Risk of Loss/Condemnation. (a) Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller Sellers shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to all of the Property, except as otherwise expressly provided herein, shall be borne by SellerSellers. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000ten percent (10%) of the Base Purchase Price for such Property as set forth on Exhibit A1, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller Sellers within ten (10) business days after Buyer’s 's receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Sellers shall assign to Buyer at the Closing the rights of Seller Sellers to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Sellers shall assign to Buyer at the Closing the rights of Seller Sellers to the proceeds under Seller’s 's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any unpaid deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies. (b) In the event of a dispute between Sellers and Buyer with respect to the cost of restoration under Section 7(a) above, an engineer designated by Seller and an engineer designated by Buyer shall select an independent engineer licensed to practice in the State or Commonwealth in which the Property is located, who shall resolve the dispute, and said engineer's decision shall be final, binding and unappealable. Buyer and Sellers shall share all fees, costs and expenses of the engineer so selected equally. Such a selection process may be initiated by either party upon ten (10) days prior written notice to the other given at any time during the period within which Buyer may terminate this Agreement under Section 7(a), and, in the event such notice is given, the deadline for Buyer's termination of this Agreement under Section 7(a) and the deadline for Closing set forth in Section 1(c) shall be extended until fifteen (15) days following the decision of the independent engineer selected under this Section 7(e)..

Risk of Loss/Condemnation. Upon an occurrence Until the purchase and sale of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until the Transferred Interest is consummated at the Closing, the risk risks of ownership and loss or damage to of the Property, except as otherwise expressly provided herein, Project shall be borne by Seller. In the event all the Project or any portion part thereof is taken by condemnation or other exercise of any Property is damaged the power of eminent domain prior to the Closing, Purchaser shall have the option to: a. Require Seller to convey to Purchaser in any casualty accordance with the terms of this Contract the Transferred Interest in and to that part of the Project not taken and assign to Purchaser, as the owner of the Transferred Interest and the Remaining Interest, all condemnation proceeds payable in respect of that part of the Project taken; or b. If the taking materially adversely affects the use of the Project or condemned reduces the number of rooms or taken (or notice parking spaces, terminate this Contract. Seller shall promptly notify Purchaser of any condemnation or taking is issued) so that: eminent domain proceeding affecting the Project of which it receives notice. (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or Closing shall take place as provided in this Contract; (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser, as the owner of the Transferred Interest and the Remaining Interest, all of Seller's rights with respect to the settlement of all insurance proceeds receivable in respect of such damage or destruction; and (c) Purchaser shall receive credit at the Closing against the rights of Seller Purchase Price in an amount equal to the awardsTransferred Interest's Share of applicable insurance deductibles After the Closing, Purchaser shall have the exclusive right to settle the loss and shall receive all proceeds of the insurance covering the Improvements so damaged or destroyed, if anya settlement of insurance proceeds has not occurred. If any amounts remain after the complete restoration of the Project, for the condemnation or taking, and Buyer Purchaser shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement Transferred Interest's Share of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.such

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event (a) all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) that with respect to any casualty, if casualty the cost to repair such casualty would (i) exceed Four Million Dollars ($50,0004,000,000) in the aggregate for the Property or, or (c) with respect to any condemnationeach Project, any Improvements or access to the Property or more than five exceed ten percent (510%) of the allocated Purchase Price for such portion of the Property, in each case based on the parties’ reasonable estimate (and if fully covered by Seller’s insurance, other than commercially reasonable deductible amounts, the amount of which shall be credited to Buyer at Closing), (ii) take longer than sixty (60) days to repair, or (iii) not be fully covered by Seller’s insurance (other than commercially reasonable deductibles, the amount of which will be credited to Buyer at Closing), or (b) any portion of the Property is condemned or taken (or will beany tenant may terminate its Lease as a result of either (a) condemned or taken(b)), then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof)taking, if Buyer does not timely elect to cancel this Agreement as aforesaid, there Seller shall be no abatement assign to Buyer at the Closing the rights of Seller to the Purchase Price awards (less Seller’s condemnation costs for attorney fees, costs, insurance deductibles and other related expenses), if any, for the condemnation or taking and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s property and rent loss, if any, insurance policies policy covering such the Property with respect to such damage or destruction destruction. With respect to any casualty, if Buyer does not timely elect to cancel this Agreement as aforesaid, then the Closing shall take place as provided herein, without reduction of the Purchase Price (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.other than for

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Major Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000a Material Damage occurs, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each Property affected by such Property casualty damage or condemnation by providing written notice of such termination to Seller within ten (10) business days Business Days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies. As used herein, the term “Material Damage” means any damage which either (i) renders ten percent (10%) or more of the rentable square footage of a Property of a building constituting all or part of a Property untenantable or (ii) affects ten percent (10%) or more of the rentable square feet of the common area of a Property of a building constituting all or part of a Property.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (a) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided hereinto prevent normal operation of any material portion of the System, Seller shall promptly notify Buyer of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with this Agreement or (ii) to terminate this Agreement pursuant to Section 10.1(c)(v). If Buyer elects to consummate the acquisition of the Assets notwithstanding such loss or damage and does so, there will be borne no adjustment in the Purchase Price on account of such loss or damage (other than a Purchase Price adjustment under Section 3.3(b)(iv)) but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not previously applied by Seller with respect to such loss or damage) will be delivered by Seller to Buyer or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. In the event that any Assets are damaged or destroyed prior to the Closing Date but such loss or damage is not so substantial as to prevent normal operation of any material portion of the System, Seller shall use commercially reasonable efforts to repair or replace, prior to the Closing Date, any such Assets with items of like value and quality. (b) If, prior to the Closing, any part of a material Asset or an interest in a material Asset is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any portion part of any Property is damaged a material Asset (such event being referred to, in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has either case, as a right of termination or abatement of rent under the Lease for such Property"Taking"), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, then Buyer may elect to terminate this Agreement with respect pursuant to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth hereinSection 10.1(c)(vi). With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if If Buyer does not elect to terminate this Agreement then (a) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property or does not have the right to terminate this Agreement as aforesaidTaking, there (b) Seller shall be no abatement relieved of its obligation to convey to Buyer the Asset or interests that are the subject of the Purchase Price Taking and (c) at the Closing Seller shall assign to Buyer at all of Seller's rights (including the Closing the rights right to receive payment of Seller to the proceeds under Seller’s insurance policies covering such Property damage) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under the Lease for such Propertyits Lease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Buyer, and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the (a) The risk of loss or damage to the PropertyPremises, by fire or other cause, until the time of the Closing, is assumed by the Seller, but without any obligation on the part of the Seller, except as otherwise expressly provided hereinat the Seller’s option, to repair or replace any such loss or damage. The Seller shall be borne by Seller. In notify Purchaser (the event all or any portion “Casualty Notice”) of the occurrence of any Property is damaged such loss or damage within five (5) days after such occurrence or by the Closing Date, whichever first occurs, and in any casualty the Casualty Notice shall elect whether or condemned not the Seller will repair or taken (replace the loss or notice damage, which would be the obligation of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent the Seller to repair and/or replace under the Lease Declaration and Bylaws for such Propertythe Condominium and if Seller elects to do so, or that it will complete the same within one hundred twenty (b120) with respect day period hereinafter referred to. The Casualty Notice shall contain, to any casualtythe extent available to the Seller, if an estimate of the cost to repair or replace such casualty would exceed $50,000loss or damage to the Premises from the adjuster for the Seller’s insurance carrier (the “Cost Estimate”). If the Cost Estimate is not available, then the Seller shall deliver same when received. If the Seller elects in the Casualty Notice to make such repairs and/or replacements, then the Casualty Notice shall set forth an adjourned date for the Closing, which shall be not more than one hundred twenty (120) days after the date of the giving of the Seller's notice. If the Seller does not elect in the Casualty Notice to make such repairs and/or replacements, or if the Seller elects in the Casualty Notice to make such repairs and/or replacements and fails to substantially complete such repairs and/or replacements on or before said adjourned Closing Date set forth in the Casualty Notice, then Purchaser shall have the following options: (ci) to declare this Agreement canceled and receive a refund, with respect interest from the Seller of all sums theretofore paid on account of the Total Purchase Price; or (ii) to complete the purchase in accordance with this Agreement, without reduction in the Total Purchase Price, except as provided in the next sentence. If the insurance carried by Seller covers such loss or damage, then Seller shall turn over to or pay Purchaser at the Closing the net proceeds (after legal and other expenses of collection) actually collected by the Seller under the provisions of such insurance policies to the extent that they are attributable to loss of or damage to the Premises and the amount of the Seller’s deductible under its insurance policy which is attributable to any condemnationsuch loss or damage; if the Seller has not received any of such proceeds, any Improvements or access the Seller shall request that the Seller’s insurance carrier provide a letter confirming the insured loss and shall assign (without recourse to the Property Seller) the Seller's claim for damages against its insurer and any recovery therefrom which is attributable to the loss of or more than five percent damage to the Premises, less any sums theretofore expended by it which has not been applied to the restoration. (5%b) If the Seller does not give Purchaser the Casualty Notice in the time period provided in Section 30(a) hereof or fails to elect in the Casualty Notice to make such repairs and/or replacements, then Purchaser may exercise the resulting options under clause (i) or (ii) of the Property is (or will beSection 30(a) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property above only by providing written notice of such termination given to the Seller within ten (10) business days after BuyerPurchaser’s receipt option arises (time being of notice the essence with respect to such ten (10) business day period), provided that during such time period Seller deliver to Purchaser the Cost Estimate. If Seller does not give Purchaser the Cost Estimate on or prior to the commencement of such condemnationten (10) business day period, taking then such period of ten (10) business days shall be extended for one (1) business day for each day after the commencement of such ten business day period until Seller gives the Cost Estimated to Purchaser. If the Seller elects in the Casualty Notice to make such repairs and/or replacements and fails to substantially complete such repairs and/or replacements on or damagebefore the adjourned Closing Date, upon which termination a proportionate part Purchaser may exercise the resulting options under clause (i) or (ii) of Section 30(a) above within ten (10) business days after the adjourned Closing Date. (c) Notwithstanding anything contained therein to the contrary, if the Cost Estimate to restore the Premises is estimated to be $500,000 or greater, then Purchaser may elect to terminate this Agreement by giving notice to the Seller within ten (10) business days after the Seller gives the Cost Estimate to Purchaser (time being of the Xxxxxxx Money essence with respect to such ten (10) business day period), in which case this Agreement shall terminate on the date of Purchaser's notice and the Downpayment (plus any accrued interest) shall be returned to Purchaser. Failure of Purchaser to provide such notice within such ten (10) day period shall be deemed an election by Purchaser not to terminate this Agreement. To the Buyer in accordance extent the Seller elects to complete such restoration and Purchaser elects not to terminate this Agreement, the plans and specifications the contractor utilized to complete such restoration and the terms and conditions of any such construction contract for such restoration shall be subject to the approval of the Purchaser, not to be unreasonably withheld or delayed. In the event Purchaser elects to proceed with the Purchase Price transaction, the Seller shall not settle any insurance claims as set forth to the Condo Unit without the prior written approval of Purchaser, not to be unreasonably withheld or delayed. (d) In the event of a casualty and Purchaser elects to proceed with the purchase, as contemplated by this Agreement, the terms of Declaration and Bylaws shall apply to any such restoration. Any reference to the Seller’s restoration of the Premises shall include only the Seller’s obligations as the Unit Owner under the Declaration and Bylaws and any Cost Estimate required to be provided hereunder shall also relate to the cost to restore the Premises, which would be the obligation of the Seller as the Unit Owner in the Condominium. (e) If, prior to the Closing Date, any portion of the land on Exhibit A1 which the Building is located or the Property is taken by eminent domain which results in either (i) a reduction of more than ten percent (10%) of the gross leasable area of the Condo Unit or the Property, or (ii) a material and adverse effect on access to the Condo Unit or the Property, then Seller shall promptly notify Purchaser of such fact and Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) business days after Seller gives such notice to Purchaser. If this Agreement is terminated pursuant to this Section 30(e), then neither party hereto shall thereafter have any further rights, rights or obligations hereunder (other than any such rights or liabilities under this Agreement with respect such obligations that are expressly stated herein to such Property, except as otherwise expressly set forth hereinsurvive the termination hereof). With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer If Purchaser does not elect to terminate this Agreement with respect to any such Property or does not have the has no right to terminate this Agreement pursuant to this Section 30(e), then (x) Purchaser shall accept so much of the Condo Unit as aforesaid, there shall be remains after such casualty or taking in its “as-is” condition with no abatement of the Purchase Price Price, and (y) at the Closing, Seller shall assign and turn over to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect theretoPurchaser, and Buyer Purchaser shall be entitled to receive and keep keep, all of Seller’s interest in and to all awards paid or payable to Seller for such taking by eminent domain, less, in either case, reasonable costs incurred by Seller to collect the same and the portion thereof that Seller uses to make temporary or emergency repairs to the Condo Unit. Seller shall not repair or restore any monies received from such insurance policiesportion of the Condo Unit or the Property after the occurrence of a condemnation, or settle any condemnation claim, in either case without Purchaser’s consent, which consent Purchaser shall not unreasonably withhold, condition or delay.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, 7.6.1 Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage involves any material portion of the Business, Seller will immediately notify Buyer of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with terms of this Agreement or (ii) terminate this Agreement. If Buyer elects so to terminate this Agreement, Buyer and Seller will be discharged of any and all obligations hereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as otherwise expressly provided herein, shall be borne by Seller. In a result of the occurrence of the event resulting in such loss or damage will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller, and Seller will pay to Buyer (or Buyer may withhold from the Base Purchase Price) an amount equal to the difference between the amount of such insurance proceeds and the full replacement cost of the damaged or lost Assets. 7.6.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer Assets (such event being called, in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rightseither case, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereofa "Taking"), if then Buyer does not elect to cancel may terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsAgreement. With respect to a casualty, if If Buyer does not elect to terminate this Agreement Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or does not have interests that are the right to terminate this Agreement as aforesaid, there shall be no abatement subject of the Purchase Price and Taking, (c) at the Closing Seller shall will assign to Buyer at the Closing the all of Seller's rights of Seller to the proceeds under Seller’s insurance policies covering such Property all damages payable with respect to such damage or destruction (or Taking and will pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect theretoto the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer shall be entitled may from time to receive and keep any monies received from such insurance policiestime reasonably request.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000225,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten five (105) business days after Buyer’s 's receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to credit Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any PropertyPromptly upon learning thereof, Seller shall notify give Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or written notice of any condemnation condemnation, damage or taking destruction of the Property occurring prior to the Closing. If prior to the Closing all or a material portion of the Property is issued) so that: condemned, damaged or destroyed by an insured casualty, Buyer shall have the option of either (a) Tenant has a right applying the proceeds of termination any condemnation award or abatement payment under any insurance policies (other than business interruption or rental loss insurance) toward the payment of rent the Purchase Price to the extent such condemnation awards or insurance payments have been received by Seller, receiving from Seller an amount equal to any applicable deductible under the Lease for any such Propertyinsurance policy and receiving an assignment from Seller of any such awards or payments not theretofore received by Seller, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate terminating this Agreement with respect to each such Property by providing delivering written notice of such termination to Seller and Title Agent within ten (10) business days after Buyer’s receipt of Buyer has received written notice from Seller of such material condemnation, taking damage or damagedestruction, upon in which termination a proportionate part of case the Xxxxxxx Money shall will be returned to Buyer. If, prior to the Buyer in accordance with Closing, a portion of the Purchase Price as set forth on Exhibit A1 Property is condemned, damaged or destroyed and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such portion is not a material portion of the Property, except as otherwise expressly set forth herein. With respect to the proceeds of any condemnation award or taking (of payment and any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there applicable deductible under any insurance policies shall be no abatement applied toward the payment of the Purchase Price at Closing to the extent such condemnation awards or insurance payments have been received by Seller and Seller shall assign to Buyer at all unpaid awards or payments. For purposes of this Section 7, the Closing term “material portion” shall mean (i) any condemnation, damage or destruction of the rights Property resulting in damage equal to or in excess of Seller $3,450,000.00, or an absence of reasonable access to the awardsProperty or (ii) any damage or destruction of the Property that results in a negative impact to the rents generated from the Leases of fifteen percent (15%) or more. If the damage or destruction arises out of an uninsured risk, if anySeller shall elect, for by written notice within ten (10) days of the condemnation occurrence of such damage or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect destruction either to terminate this Agreement or to close the transaction contemplated hereby with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement a reduction of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller equal to the proceeds under Seller’s insurance policies covering such Property with respect costs of repairing the Property, as reasonably estimated by an engineer engaged by Seller and reasonably acceptable to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesBuyer.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Leases, whether or not the Lease for such Property, restoration work shall be timely completed or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000150,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Exxxxxx Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (a) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided herein, shall be borne by Seller. In the event all or to prevent normal operation of any material portion of the System, Seller shall promptly notify Buyer of that fact and Buyer, at any Property is damaged time within 10 days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, accordance with this Agreement or (bii) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect pursuant to each such Property by providing written notice of such termination Section 10.1(c)(v). If Buyer elects to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part consummate the acquisition of the Xxxxxxx Money shall Assets notwithstanding such loss or damage and does so, there will be returned to the Buyer no adjustment in accordance with the Purchase Price on account of such loss or damage but all insurance proceeds payable as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations a result of the occurrence of the event resulting in such loss or liabilities under this Agreement damage (to the extent not previously applied by Seller with respect to such Propertyloss or damage) will be delivered by Seller to Buyer or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. (a) If, except prior to the Closing, any part of a material Asset or an interest in a material Asset is taken or condemned as otherwise expressly set forth herein. With respect a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any condemnation or taking part of a material Asset (of any notice thereofsuch event being referred to, in either case, as a "TAKING"), if then Buyer does not elect to cancel may terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign pursuant to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsSection 10.1(c)(vi). With respect to a casualty, if If Buyer does not elect to terminate this Agreement then (a) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property or does not have the right to terminate this Agreement as aforesaidTaking, there (b) Seller shall be no abatement relieved of its obligation to convey to Buyer the Asset or interests that are the subject of the Purchase Price Taking and (c) at the Closing Seller shall assign to Buyer at all of Seller's rights (including the Closing the rights right to receive payment of Seller to the proceeds under Seller’s insurance policies covering such Property damage) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of samesame within a reasonable time. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Deposit shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Lease or a Ground Lessor has a right of termination under its Ground Lease, whether or not the Lease for such Property, restoration work shall be timely completed or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s 16 receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: that (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (cb) with respect to any condemnation, any Improvements (including any parking lots located on the Property) or access to the Property or more than five ten percent (510%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) ), together with all of Seller’s right to fully adjust and settle the insurance claim, and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. ​ Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any portion of any a Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that(a “Casualty/Condemnation Event”), Seller shall give Buyer written notice immediately upon becoming aware thereof, and: (a) Tenant has a right with respect to any casualty, if (i) the cost to repair such casualty would exceed five percent (5%) of termination or abatement of rent under the Lease for such Allocated Purchase Price with respect to the damaged Property, or (ii) any such casualty is uninsured; or(b) with respect to any condemnation or taking (or notice thereof), the proposed condemnation or taking would result in (i) the loss of legal access to a public right-of way, (ii) the Property violating any laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property or (iii) or the reduction of value in the Property by more than five percent (5%) of the Allocated Purchase Price with respect to such Property, then, in either case, Buyer may elect to designate the damaged, condemned or taken Property as an “Excluded Property” by written notice to Seller given within ten (10) business days after the occurrence of the event described in (a) or (b), in which event the term Property shall no longer include such Excluded Property and the Purchase Price shall be reduced by an amount equal to the Allocated Purchase Price for such Excluded Property; provided that Seller may elect to designate a damages, condemned or taken Property as an Excluded Property by written Notice to Buyer if (x) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five fifteen percent (515%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement Allocated Purchase Price with respect to each the damaged Property or (y) if the reduction of value in the Property is by more than fifteen percent (15%) of the Allocated Purchase Price with respect to such Property by providing written notice of such termination to Seller Buyer given within ten (10) business days after Buyer’s receipt the occurrence of notice of the event described in (x) or (y). Additionally, in the event that both the Darlington Property and the Xxxxxx Property shall become an Excluded Property, this Agreement shall terminate and upon such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if neither Seller nor Buyer does not elect elects to cancel designate the damaged Property, in accordance with this Agreement Section 7, as aforesaidan Excluded Property, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsawards to be applied in accordance with the terms of the New Lease. With respect to a casualty, if neither Seller nor Buyer does not elect elects to terminate designate the damaged Property as an Excluded Property, in accordance with this Agreement with respect to any such Property Section 7 or does not have if neither party has the right to terminate this Agreement designate the damaged Property as an Excluded Property as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount ), with Seller responsible for payment of any deductible and/or uninsured amount with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.policies which shall be applied in accordance with the terms of the New Lease. ​

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller Lessor shall notify Buyer Lessee in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by SellerLessor. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under the Lease for such Propertyits Lease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer Lessee may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller Lessor within ten (10) business days after BuyerLessee’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part the pro-rata portion of the Xxxxxxx Money set forth on Schedule 1 attached hereto applicable to such terminated Property shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Lessee, and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer Lessee does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Leasehold Transaction Price and Seller Lessor shall assign to Buyer Lessee at the Closing the rights of Seller Lessor to the awards, if any, for the condemnation or taking, and Buyer Lessee shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Lessee does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Leasehold Transaction Price and Seller Lessor shall assign to Buyer Lessee at the Closing the rights of Seller Lessor to the proceeds under SellerLessor’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer Lessee any such proceeds received prior to Closing) and pay to Buyer Lessee the amount of any deductible with respect thereto, and Buyer Lessee shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the PropertyProperties, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Lease, whether or not the Lease for such Propertyrestoration work shall be timely completed, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part the pro-rata portion of the Xxxxxxx Money set forth on Schedule 3(a) attached hereto applicable to such terminated Property, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Buyer, and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000100,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the (a) The risk of loss or damage to the PropertyPremises by fire, except as accident, act of God, calamity or otherwise expressly provided herein, shall be borne ("Casualty") until the delivery of the deed is retained by Seller. Seller agrees to furnish Purchaser with notice of any such occurrence forthwith upon the happening thereof (a "Casualty Notice"). (b) In the event all or any portion the Premises is "substantially damaged," as defined in the Lease, as a result of a Casualty, Seller may terminate this Agreement by written notice given to the Purchaser within thirty (30) days of the date Seller gives notice to Purchaser of any Property is damaged in such Casualty (and the Closing shall be extended to the extent necessary to provide such thirty (30) day period), whereupon the Escrow Agent shall immediately repay the Deposit plus any casualty accrued interest to Purchaser and the parties shall thereafter have no further rights or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease obligations pursuant to this Agreement except for those matters that expressly survive such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or termination. (c) with respect to any condemnationUnless terminated by Seller as provided in Section 15.1(b) above, any Improvements or access to in the Property or more than five percent (5%) event the Premises is "substantially damaged," as defined in the Lease, as a result of a Casualty and such damage results in the election of the Property is Tenant to terminate the Lease, Seller shall give notice to Purchaser of such election by the Tenant within ten (or will be10) condemned or taken, then, Buyer days after receipt by Seller of notice thereof. Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination given to Seller within ten (10) business days after Buyer’s receipt of the date of such notice from Seller (and the Closing shall be extended to the extent necessary to provide for the time periods for the Tenant's election and the two ten-day periods provided herein). 15.2 If this Agreement is not terminated by Seller or Purchaser as provided in Section 15.1, it shall remain in full force and effect and the parties shall proceed to Closing without any reduction in the Purchase Price except as specifically provided below. At the Closing, Seller shall assign to Purchaser, without recourse, all insurance proceeds arising from the casualty (to the extent not applied to any restoration relating thereto), together with a credit against the Purchase Price equal to the deductible amount under the applicable insurance policy. 15.3 Seller will notify Purchaser immediately upon obtaining knowledge of any proceedings for a condemnation that affects the Premises. Purchaser may participate in such proceedings, and Seller shall from time to time deliver to Purchaser all instruments reasonably requested by it to permit such participation. In the event of the institution of any proceedings for condemnation of the Premises, Purchaser may terminate this Agreement by notice given to Seller within thirty (30) days of the date Seller gives notice to Purchaser of such condemnation (and the Closing shall be extended to the extent necessary to provide such thirty (30) day period), whereupon the Escrow Agent shall immediately repay the Deposit plus any accrued interest to Purchaser and the parties shall thereafter have no further rights or obligations pursuant to this Agreement except for those matters that expressly survive such termination. If Purchaser does not terminate this Agreement, Seller shall pay over or assign to Purchaser all awards recovered or recoverable on account of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money and Purchaser shall be returned take title to the Buyer Premises, subject to such condemnation and without reduction in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesPrice.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller Sellers shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by SellerSellers. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if where the cost to repair such casualty would exceed or diminution in value resulting therefrom exceeds $50,000, or 500,000 (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, thenas determined by a third party selected by Buyer and reasonably approved by Sellers), Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller Sellers within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller of the affected Property shall assign to Buyer at the Closing the rights of said Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Sellers shall assign to Buyer at the Closing the rights of Seller Sellers to the proceeds under Seller’s Sellers’ insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. 12.1 If, between the date of this Agreement and the Closing Date, the Premises are damaged by fire or other casualty, the provisions of Section 5-1311 of the New York General Obligations Law, or any statute enacted in substitution therefor or in addition thereto, shall not apply. Such provisions are hereby waived, and the provisions of the following Section 12.2 shall apply instead. 12.2 Upon an the occurrence of a casualty, condemnation or taking with respect to any Propertythe Premises, Seller shall notify Buyer Purchaser in writing of same. Until Closing, the risk of loss or damage to all of the PropertyPremises, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property the Premises is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a the right of termination or abatement of rent under the Lease for such Property(which is not waived by the Tenant in writing), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000600,000.00, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property Premises is (or will be) condemned or taken, then, Buyer then Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s Purchaser's receipt of notice of such condemnation, condemnation or taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Downpayment shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Purchaser and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Propertythe Premises, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer Purchaser does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the claims or awards, if any, for the condemnation or taking, and Buyer Purchaser shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Purchaser does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement Premises as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property Premises with respect to such damage or destruction (or pay to Buyer Purchaser any such proceeds received prior to Closing) Closing less an amount equal to any reasonable expenses and pay costs actually incurred by Seller to Buyer collect or adjust such insurance or to secure the improvements or initiate repairs or restoration of the Premises, and credit to Purchaser the amount of any deductible with respect thereto, and Buyer Purchaser shall be entitled to receive and keep any monies received from such insurance policies. Any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior the Closing Date shall be payable to Seller.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the All risk of loss or damage to the Property, except as otherwise expressly provided herein, Property occurring subsequent to the date hereof and on the Closing Date shall be borne by Seller. In If any of the event all Property shall suffer a "material" (as such term is hereinafter defined) loss by fire, flood, tornado, accident or other cause after the date hereof and on the Closing Date, or if proceedings to take or condemn the whole or any portion "material" part of the Property for public or quasi-public use under any statute or by the right of eminent domain are commenced or threatened prior to or on the Closing Date, Seller shall give Purchaser prompt written notice thereof, and Purchaser may, at its option, terminate this Contract by delivery to Seller of written notice of such termination within five (5) days after receipt of notice of such damage, destruction or condemnation. Upon receipt of such notice of termination, the Earnest Money shall be promptly returned to Purchaser, and each xxxxx shall be relieved of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) further obligations hereunder. If Purchaser elects not to so that: terminate this Contract, then: (a) Tenant the Closing shall take place as provided in this Contract; and (b) Seller shall assign to Purchaser all of Seller's rights with respect to the settlement of all insurance proceeds and/or any and all damages or awards receivable in respect of such damage, destruction or condemnation. After the Closing, Purchaser shall have the exclusive right to settle the loss and to receive all proceeds of the insurance covering the Property so damaged or destroyed, if a settlement of insurance proceeds has not occurred. If any of the Property shall suffer a loss by fire, flood, tornado, accident or other cause after the date hereof and on the Closing Date which is not "material," or if proceedings to take or condemn any part of the Property which is not "material" for public or quasi-public use under any statute or by the right of termination eminent domain are commenced or abatement threatened prior to or on the Closing Date, Seller shall give Purchaser prompt written notice thereof and shall use its best efforts to restore, prior to the Closing, the Property to its previous condition. If Seller is unable or unwilling to complete said restoration prior to the Closing, Purchaser shall be entitled to elect by written notice to Seller either (a) to receive credit at the Closing for the cost of rent under the Lease for such Propertyrestoration to be incurred by Purchaser, or (b) to accept an assignment from Seller to Purchaser of all of Seller's rights with respect to the settlement of all insurance proceeds and/or any casualtyand all damages or awards receivable in respect of such damage, if destruction or condemnation. In the cost to repair such casualty would exceed $50,000, or event Purchaser elects the option set forth in clause (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%a) of the Property is (or will be) condemned or takenthis subparagraph, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned entitled to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have retain all insurance proceeds and/or any further rights, obligations damages or liabilities under this Agreement awards receivable with respect to such Propertydamage, except as otherwise expressly set forth herein. With respect to any condemnation destruction or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiescondemnation.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000five percent (5%) of the Purchase Price, or (c) with respect to any condemnation, any Improvements or access to the Property (on a permanent basis) or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) such that any Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller Seller, if any, to the proceeds under Seller’s the existing insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies).

Risk of Loss/Condemnation. Upon an occurrence of If the Property (or a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property thereof) is damaged in any casualty such that it substantially impacts Buyer’s ability to develop the Property pursuant to the Joint Development Agreement, or if the Property (or a portion thereof) is condemned or taken (or notice of any such condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under such that it substantially impacts Buyer’s ability to develop the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access Property pursuant to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, thenJoint Development Agreement, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon in which termination a proportionate part of event the Xxxxxxx Money Money, Non-refundable EMD, and Extension EMD (if made) shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto Party shall have any further rights, obligations or liabilities under this Agreement, except as otherwise set forth herein. Except as specifically set forth above, Buyer shall have no right to terminate this Agreement with respect to such Property, except as otherwise expressly set forth hereina casualty or condemnation. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect terminate this Agreement or does not have the right to cancel terminate this Agreement as aforesaidprovided above, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to may receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaidprovided above, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer minus the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies. The terms of this Section 7 shall survive Closing.

Risk of Loss/Condemnation. Upon an occurrence 8.1 Subject to the terms of a casualtythe Ground Lease, condemnation if applicable, if there shall occur any damage or taking with respect destruction to any Propertythe Improvements by fire or other casualty that will not be restored by Closing, Seller shall promptly notify Buyer in writing Purchaser of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all with a reasonable estimate of the time after Closing necessary to restore those Improvements. If such estimate exceeds ninety (90) days or if Seller reasonably estimates it will cost FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) or more to restore the Improvements or if any portion Major Tenant of any a Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost terminated its lease to repair such casualty would exceed $50,000and restore the Improvements, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination and Purchaser shall be immediately due a proportionate part return of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth hereinDeposit. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer If Purchaser does not elect to terminate this Agreement, then this Agreement with respect shall remain in force, and Seller shall at the Closing, pay over to Purchaser any insurance proceeds received to date, net of costs of collection and amounts expended to repair or stabilize the Improvements, and assign to Purchaser its right to recover additional insurance proceeds, in each case, exclusive of any rent or business interruption proceeds attributable to any period prior to the Closing. Purchaser shall also receive at the Closing a credit in the amount of the deductible under Seller’s casualty insurance policy. 8.2 Subject to the terms of the Ground Lease, if applicable, if prior to Closing there shall occur any taking of the Property (or any part thereof) by eminent domain which is reasonably likely to have a material adverse effect on the Property following the Closing, Purchaser shall have the option to (a) receive the condemnation award resulting from the taking, but without any abatement of its obligations to consummate the Closing hereunder, or (b) terminate this Agreement. If Purchaser elects to terminate due to such Property or condemnation, Purchaser shall be immediately due a return of the Deposit. If Purchaser does not have the right to terminate exercise its termination rights under this Section 8.2, this Agreement as aforesaidshall remain in force, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at Purchaser its claims to any condemnation proceeds received to date, net of costs of collection, and assign to Purchaser its right, if any, to recover additional proceeds. In no event shall Seller settle a condemnation award without the Closing the rights prior approval of Seller to the proceeds under Seller’s insurance policies covering such Property Purchaser. 8.3 This Section 8 is an express provision with respect to such damage or destruction (or pay and eminent domain and is intended to Buyer supersede any such proceeds received prior to Closing) and pay to Buyer the amount applicable statute regarding risk of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesloss.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Leases, whether or not the Lease for such Property, restoration work shall be timely completed or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies to the extent they are received from such insurance policies.

Risk of Loss/Condemnation. 12.1 If, between the date of this Agreement and the Closing Date, the Premises are damaged by fire or other casualty, the provisions of Section 5-1311 of the New York General Obligations Law, or any statute enacted in substitution therefor or in addition thereto, shall not apply. Such provisions are hereby waived, and the provisions of the following Section 12.2 shall apply instead. 12.2 Upon an the occurrence of a casualty, condemnation or taking with respect to any PropertyPremises, Seller shall notify Buyer Purchaser in writing of same. Until Closing, the risk of loss or damage to all of the PropertyPremises, except as otherwise expressly provided herein, shall be borne by Seller. In the event all of the Premises or any Unit or any portion of any Property the Unit is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) a Tenant has a right of termination or abatement of rent under the Lease for such PropertyUnit (which is not waived by the Tenant in writing), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000900,000.00, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property Premises is (or will be) condemned or taken, then, Buyer then Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after BuyerPurchaser’s receipt of notice of such condemnation, condemnation or taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Downpayment shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Purchaser and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Propertythe Premises, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer Purchaser does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the claims or awards, if any, for the condemnation or taking, and Buyer Purchaser shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Purchaser does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement Premises as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property Premises with respect to such damage or destruction (or pay to Buyer Purchaser any such proceeds received prior to Closing) and pay credit to Buyer Purchaser the amount of any deductible with respect thereto, and Buyer Purchaser shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertythe Land or the Buildings, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the PropertyLand and the Buildings, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of the Land or any Property Building is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000500,000, or (cb) with respect to any condemnation, any Improvements Buildings or access to the Property Land or more than five percent (5%) of the Property Land is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies. The Closing Date shall be extended if necessary to allow Buyer sufficient time to make its election as provided herein.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the All risk of loss shall remain with Seller until Closing. Buyer shall not be entitled to terminate this Agreement in the event of destruction or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event of all or any portion of the Real Property. In the event of the taking of all or any material ​ portion of the Real Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Propertyby eminent domain proceedings, or (b) with respect the commencement of such proceedings prior to any casualtyClosing, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) that Buyer reasonably determines in good faith will materially adversely affect development of the Property is (or will be) condemned or taken, thenintended Project, Buyer may elect shall have the right, at Buyer’s option, to terminate this Agreement with respect to each such Property by providing written delivering notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice discovery of such condemnationcondemnation action, taking or damagein which case (and notwithstanding any other provision to the contrary in this Agreement), upon which termination a proportionate part of the Xxxxxxx Money Deposit and any Development Approvals Extension Deposit deposited with Escrow Holder shall be returned released to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Seller and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth provided herein, the parties shall have no further rights or obligations under this Agreement. With respect to any condemnation or taking (of any notice thereof), if If Buyer does not elect so terminate this Agreement, or there is substantial destruction or damage to cancel this Agreement as aforesaidany portion of the Real Property that does not give rise to Buyer’s right to terminate, then Buyer shall proceed to close with no reduction in the Purchase Price, in which event upon the Closing, there shall be no abatement of a credit against the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller equal to the awards, if any, for the amount of any insurance proceeds or condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to awards collected by Seller as a casualty, if Buyer does not elect to terminate this Agreement with respect to result of any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer condemnation, plus the amount of any insurance deductible with respect theretoor co-insurance, less any sums reasonably expended by Seller toward the collection of such proceeds or awards and the restoration or repair of the Real Property (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums reasonably expended to collect such proceeds or awards or to repair or restore the Real Property, and Buyer Seller shall retain the rights to such proceeds and awards to such extent. It is expressly agreed between the parties hereto that this Section shall in no way apply to customary dedications for public purposes which may be entitled to receive and keep any monies received from such insurance policiesnecessary for the development of the Property.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) that the Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair Property as a result of such casualty would exceed $50,000, or (c) with respect condemnation and such Tenant does not waive such right of termination or abatement in writing prior to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or takenClosing, then, Buyer may elect to terminate this Agreement with respect to each such Property Property, without it counting as a Dropped Property, by providing written notice of such termination to Seller within ten (10) business days after Buyer’s 's receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 calculated according to Section 1(i) and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer shall receive a credit against the Purchase Price in the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000500,000, or (c) with respect to any condemnation, any Improvements Building or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price Deposits as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Acquisition Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Acquisition Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Al and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In Notwithstanding anything to the contrary contained in this Agreement, in the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if where the cost to repair such casualty would exceed or diminution in value resulting therefrom exceeds $50,000, or 350,000 (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, thenas determined by a third party selected by Buyer and reasonably approved by Seller), Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party Party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awardsAward, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsAwards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Properties shall be borne by Seller. In the event all or any portion of any Property is the Properties are damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except solely as otherwise expressly provided hereinto loss or damage caused by Buyer or Buyer’s Representatives during the Due Diligence Period, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,0001,000,000, or (c) with respect to any condemnation, any Improvements (including any portion of the parking lots located on the Real Property) or access to the Property or more than five ten percent (515%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money (less the Independent Consideration) shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such the Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) ), together with all of Seller’s rights to fully adjust and settle the insurance claim and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event (a) If all or any portion of any the Improvements shall be destroyed or damaged by fire or other casualty before Settlement, such event shall not affect the rights or obligations of the parties hereto, and at Settlement, Seller shall convey the Real Property is to Buyer in such condition as then exists, with a reduction to the Purchase Price equal to the lesser of (i) the reasonably estimated cost of restoring the damaged in any casualty or condemned or taken (or notice portion of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for Improvements to substantially the condition that existed prior to such Propertycasualty, or (ii) the reasonably estimated cost of demolishing the damaged portion of the Improvements (excluding any foundations, footing or subsurface portions of the Improvements) and eliminating any hazardous or unlawful condition caused by such casualty. (b) with respect to If between the date hereof and Settlement, all or any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) material portion of the Real Property is (or will be) condemned or takentaken by any governmental authority, thenBuyer, Buyer at its option, may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten fifteen (1015) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon thereof is given to Buyer (which termination notice shall include a proportionate part description of the Xxxxxxx Money property intended to be condemned). In the event of a termination of this Agreement in accordance with this Section, the Deposit and all accrued interest shall be returned to Buyer by the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Title Company and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, shall terminate and be null and void except as otherwise expressly set forth hereinfor those obligations which by their express terms survive the termination of this Agreement. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel If this Agreement is not terminated as aforesaid, there shall be no abatement of the Purchase Price and at Settlement, Seller shall assign to Buyer at the Closing the rights Buyer, without recourse, all of Seller its right, title and interest in and to the awards, if any, for entire award to which it may otherwise be entitled in the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement proceedings with respect to any such the Real Property or does not have the right to terminate this Agreement as aforesaid, there and shall be no abatement of the Purchase Price and Seller shall assign pay to Buyer at the Closing the rights Settlement any portion of Seller to the proceeds under such award theretofore received by Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the ​ The risk of loss or damage to the Property, except as otherwise expressly provided herein, Properties shall be borne by SellerSeller until the Closing, after which such risk of loss or damage shall be borne by Buyer (subject to all terms of the Sierra Lease). In the event all or any portion of any a Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that), Seller shall give Buyer written notice as soon as practicable upon becoming aware thereof. If: (a) Tenant has a right with respect to any casualty, the cost to repair such casualty would exceed five percent (5%) of termination or abatement of rent under the Lease for Allocated Purchase Price with respect to such Property, or (b) with respect to any casualtycondemnation or taking (or notice thereof), if the cost to repair such casualty proposed condemnation or taking would exceed $50,000, or result in (ci) with respect to any condemnation, any Improvements or the loss of legal access to a public right-of way, (ii) the Property violating any laws or failing to comply with zoning or any recorded covenants, conditions or restrictions affecting the Property, (iii) the reduction of value in such Property by more than five percent (5%) of its Allocated Purchase Price, or (iv) the applicable Property is (or will be) condemned or takennot being able to be used for the use of such Property existing as of the Effective Date; then, thenin either such case, Buyer may elect to terminate this Agreement with respect to each such the affected Property by providing written notice of such termination to Seller within ten (10) business days Business Days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination the Purchase Price shall be reduced by the applicable Allocated Purchase Price attributable to such Property, Buyer shall receive an immediate refund of a proportionate part portion of the Xxxxxxx Money shall be returned equal to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 sum of Allocated Deposit Amount for such Property and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking; and Buyer shall be entitled to receive and keep all such awards to be applied in accordance with the terms of the Sierra Lease. With respect to a casualty, if Buyer does not elect to terminate this Agreement or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer, at the Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such the affected Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount ), with Seller responsible for payment of any deductible and/or uninsured amount with respect thereto, ; and Buyer shall be entitled to receive and keep any monies received from such insurance policies.policies which shall be applied in accordance with the terms of the Sierra Lease. The Closing Date shall be automatically extended day-for-day as may be necessary to accommodate the determination periods set forth in this Section 7. ​

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLeases, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s 's receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence (a) If the Improvements are damaged or destroyed prior to Closing, then, by delivering written notice to Seller within five (5) business days after Purchaser’s receipt of Seller’s written notice of such damage or destruction and Seller’s reasonable estimate of the costs of repair, which notice Seller shall provide as soon as possible after a casualtyfire or other casualty and in event not later than ten (10) days thereafter, condemnation Purchaser may elect to either (1) terminate this Agreement in accordance with Section 3(a)(5), or taking (2) elect to continue this Agreement in full force and effect, in which case Seller shall (i) assign to Purchaser at Closing any and all proceeds and claims under any applicable insurance coverage, and (ii) afford Purchaser a credit at Closing for any applicable insurance deductible, and Purchaser shall take title to the Property subject to such damage and destruction; provided, however, that in the event the cost to repair any such damage or destruction is reasonably estimated by Seller to be less than One Million Five Hundred Dollars ($1,500,000.00), then so long as Seller is not otherwise in breach or default of this Agreement, Purchaser shall have no right to terminate this Agreement, Seller shall assign to Purchaser at Closing any and all proceeds and claims under any applicable insurance coverage and afford Purchaser a credit at Closing for any applicable insurance deductible, and Purchaser shall take title to the Property subject to such damage and destruction. If Purchaser fails to deliver written notice to Seller of Purchaser’s election within the time period specified in this Section, Purchaser shall be deemed to have elected alternative (2) above. (b) If, at any time prior to the Closing, legal proceedings under power of eminent domain are commenced with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or the Property, then by delivery to Seller of written notice of any condemnation or taking is issuedelection within three (3) so that: (a) Tenant has a right business days after Purchaser’s receipt of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing Seller’s written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such pending condemnation, taking or damagewhich notice Seller shall provide as soon as possible after Seller receives such notice, upon which termination a proportionate part of the Xxxxxxx Money shall be returned Purchaser may elect to the Buyer either (1) terminate this Agreement in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rightsSection 3(a)(5), obligations or liabilities under (2) elect to continue this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price in full force and effect and Seller shall assign to Buyer Purchaser at the Closing the rights any and all proceeds and claims on account of Seller such condemnation proceedings, and Purchaser shall take title to the awardsProperty subject to such condemnation proceedings; provided, however, if anya material portion of the Property is taken as determined by Purchaser in its reasonable discretion (in no event shall the taking regarding the widening of Chimney Rock Road (“Chimney Rock Road Condemnation”) be deemed to be a material taking for purposes of this Section 11(b)), then so long as Seller is not otherwise in breach or default of this Agreement, Purchaser shall have no right to terminate this Agreement, Seller shall assign to Purchaser any and all proceeds and claims on account of such condemnation proceedings, and Purchaser shall take title to the Property subject to such condemnation proceedings. If Purchaser fails to deliver written notice to Seller of Purchaser’s election within the time period specified in this Section, Purchaser shall be deemed to have elected alternative (2) above. Seller shall not consent to any condemnation or other taking, or negotiate, settle or compromise any claim for the award as a result of any condemnation or taking, without Purchaser’s prior written consent which shall not be unreasonably withheld. (c) Notwithstanding anything to the contrary in this Agreement: (i) Purchaser acknowledges that it is aware of the Chimney Rock Road Condemnation and Buyer matters related thereto, and will have the opportunity during the Due Diligence Period to make further inquiries and investigations with regard thereto; (ii) Seller is preparing and will prepare plans for Restoration Work (hereafter defined) and applications for all necessary municipal land use approvals, including site plan waivers, construction permits and building permits necessary for the Restoration Work, and will provide copies of same to Purchaser; (iii) Seller shall keep Purchaser reasonably informed as to its progress with respect to the Restoration Work, and shall submit to Purchaser for its approval (which shall not be unreasonably withheld or delayed) all plans and specifications, drawings, site plans, development agreements, construction contracts and other documents pertaining to the performance of the Restoration Work; (iv) subject to obtaining all governmental permits and approvals required for the Restoration Work and the approval of the Lender, Seller shall perform and complete the Restoration Work, which will be performed in a good and workmanlike manner and in accordance with the requirements of this Agreement, the Loan Documents and applicable laws; (v) upon completion of the Restoration Work, Seller shall provide to Purchaser a certificate of Seller’s architect or engineer stating that the Restoration Work has been completed in accordance with the plans approved by Purchaser, and shall deliver to Purchaser and the Title Company lien waivers from all contractors and subcontractors performing any portion of the Restoration Work (completion and delivery of such documents, “Completion”); (vi) subject to Lender’s consent and any terms and conditions imposed by Lender, Seller shall be entitled to receive the monetary compensation paid by the condemning authority for the Chimney Rock Road Condemnation , which compensation the parties acknowledge and keep agree is in the aggregate amount of $1,725,000 (the “Award”); (vii) Purchaser shall have no right, title or interest in or to the Award and shall execute any and all such awards. With respect documents reasonably required in confirmation thereof and to a casualty, allow Seller to receive the Award; and (viii) if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement Completion of the Purchase Price and Restoration Work has not occurred as of Closing, then at Closing Seller shall assign to Buyer at deposit into escrow a sum of money that equals 150% of the Closing the rights of Seller to the proceeds under cost reasonably estimated by Seller’s insurance policies covering such Property with respect architect or engineer to such damage or destruction achieve Completion, as approved by Purchaser whose approval shall not be unreasonably withheld (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto“Restoration Work Escrow”), and Buyer shall be entitled to receive and keep any monies received from such insurance policies.which

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to all of the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 A and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice and the Operating Subtenant of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if affected Facilities terminates the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access Operating Sublease pursuant to the Property or more than five percent (5%) terms of the Property is (Operating Sublease, Seller or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect regard to each such Property the Facility so condemned or damaged, by providing written notice of such termination to Seller the other party within ten (10) business days after Buyer’s receipt of such notice of such condemnation, taking or damagetermination of the Operating Sublease, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect regard to such Propertyaffected Facility, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if neither Seller nor Buyer does not elect to cancel terminate this Agreement as aforesaid, there then the parties shall be no proceed to Closing in accordance with the terms of this Agreement without abatement of the Purchase Price and Seller shall assign to Buyer at the upon Closing the rights of Seller to the awards, if any, for the condemnation or takingtaking shall be allocated between Buyer, as Landlord, and Buyer shall be entitled to receive and keep the Tenant, all such awardsas provided in Section 8 of the Master Lease. With respect to a casualty, if neither Seller nor Buyer does not elect to terminate this Agreement Agreement, then the parties shall proceed to Closing in accordance with respect to any such Property or does not have the right to terminate terms of this Agreement as aforesaid, there shall be no without abatement of the Purchase Price and Seller upon Closing all insurance proceeds shall assign to Buyer at the Closing the rights of Seller be assigned or paid over to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be party entitled to receive same under Article 7 of the Master Lease and keep any monies received from such insurance policiesapplied to the Restoration of the affected Facility as provided therein.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000500,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to to: (i) terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten twenty (1020) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be immediately returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: ), Seller shall give Buyer written notice immediately upon becoming aware thereof, and: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000five percent (5%) of the Purchase Price, or and (cb) with respect to any condemnationcondemnation or taking (or notice thereof), any Improvements the proposed condemnation or taking would result in the loss of legal access to a public right-of way or the reduction of value in the Property or by more than five percent (5%) of the Property is (or will be) condemned or takenPurchase Price, then, in either such case, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaidAgreement, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsawards to be applied in accordance with the term of the Lease. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount ), with Seller responsible for payment of any deductible and/or uninsured amount with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiespolicies which shall be applied in accordance with the terms of the Lease.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, 6.19.1 Company will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided herein, shall be borne by Seller. In to prevent normal operation of any material portion of a System or the replacement or restoration of the lost or damaged property within 20 days after the occurrence of the event resulting in such loss or damage, Company will immediately notify Buyer of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Company either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with terms of this Agreement or (ii) terminate thi s Agreement. If Buyer elects so to terminate this Agreement, Buyer and Company will be discharged of any and all obligations hereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Company on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage will be delivered by Company to Buyer, or the rights to such proceeds will be assigned by Company to Buyer if not yet paid over to Company. 6.19.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Company or Buyer that it intends to condemn all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rightsAssets (either such even, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereofa "Taking"), if then Buyer does not elect to cancel may terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsAgreement. With respect to a casualty, if If Buyer does not elect to terminate this Agreement Agreement, then (a) Buyer will have the sole right, in the name of Company, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property the Taking, (b) Company will be relieved of its obligation to convey to Buyer the Assets or does not have interests that are the right to terminate this Agreement as aforesaid, there shall be no abatement subject of the Purchase Price and Seller shall Taking, (c) at the Closing, Company will assign to Buyer at the Closing the all of Company's rights of Seller to the proceeds under Seller’s insurance policies covering such Property all damages payable with respect to such damage or destruction (or Taking and will pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Company with respect theretoto the Taking and (d) following the Closing, Company will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer shall be entitled may from time to receive and keep any monies received from such insurance policiestime reasonably request.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: that (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000100,000, or (cb) with respect to any condemnation, any Improvements or access to the Property Property, or more than five ten percent (510%) of the Property Property, is (or will be) condemned or taken, then, then Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: ; (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,00050,000 and Tenant is not obligated to repair under the terms of the Lease, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and and. Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be he no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on in Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, (1) Seller shall notify Buyer in writing of same. Until Closing, will bear the risk of any loss or damage to the PropertyAssets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is so substantial as otherwise expressly provided herein, shall be borne by Seller. In the event all or to prevent normal operation of any material portion of the System, Seller shall promptly notify Buyer of that fact and Buyer, at any Property is damaged time within 10 days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, accordance with this Agreement or (bii) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect pursuant to each such Property by providing written notice of such termination Section 10.1(c)(v). If Buyer elects to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part consummate the acquisition of the Xxxxxxx Money shall Assets notwithstanding such loss or damage and does so, there will be returned to the Buyer no adjustment in accordance with the Purchase Price on account of such loss or damage but all insurance proceeds payable as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations a result of the occurrence of the event resulting in such loss or liabilities under this Agreement damage (to the extent not previously applied by Seller with respect to such Propertyloss or damage) will be delivered by Seller to Buyer or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. (2) If, except prior to the Closing, any part of a material Asset or an interest in a material Asset is taken or condemned as otherwise expressly set forth herein. With respect a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any condemnation or taking part of a material Asset (of any notice thereofsuch event being referred to, in either case, as a "Taking"), if then Buyer does not elect to cancel may terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign pursuant to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsSection 10.1(c)(vi). With respect to a casualty, if If Buyer does not elect to terminate this Agreement then (a) if the Closing occurs, Buyer shall have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to any such Property or does not have the right to terminate this Agreement as aforesaidTaking, there (b) Seller shall be no abatement relieved of its obligation to convey to Buyer the Asset or interests that are the subject of the Purchase Price Taking and (c) at the Closing Seller shall assign to Buyer at all of Seller's rights (including the Closing the rights right to receive payment of Seller to the proceeds under Seller’s insurance policies covering such Property damage) with respect to such damage or destruction (or Taking and shall pay to Buyer any such proceeds received prior all damages previously paid to Closing) and pay to Buyer the amount of any deductible Seller with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesthe Taking.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000500,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price Deposits as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, herein shall be borne by SellerContributor. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under the applicable Lease for and does not waive such Propertyright of termination within fifteen (15) days after such casualty, condemnation or taking (or notice thereof), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000five percent (5%) of the Contribution Consideration of the Property, or (c) and with respect to any condemnationcondemnation or taking (or notice thereof), if any Tenant has the right to reduce its rent under the applicable Lease, or any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer Acquiror may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller Contributor within ten (10) business days after BuyerAcquiror’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Acquiror and neither party Party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer Acquiror does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price Contribution Consideration and Seller Contributor shall assign to Buyer Acquiror at the Closing the rights of Seller Contributor to the awards, if any, for the condemnation or taking, and Buyer Acquiror shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Acquiror does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price Contribution Consideration and Seller Contributor, subject to the terms of the applicable Lease, shall assign to Buyer Acquiror at the Closing the rights of Seller Contributor to the proceeds under SellerContributor’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer Acquiror any such proceeds received prior to Closing) and pay to Buyer Acquiror the amount of any deductible with respect thereto, and Buyer Acquiror shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Leases, whether or not the Lease for such Property, restoration work shall be timely completed or (b) with respect to any casualty, if the cost to repair such casualty would exceed Two Hundred Fifty Thousand and 00/100 Dollars ($50,000250,000.00), or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such PropertyLease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s 's receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s 's insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,0001,000,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five ten percent (510%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to repair such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesdestruction.

Risk of Loss/Condemnation. Upon an occurrence of a casualty(a) If, condemnation or taking with respect prior to any Property, Seller shall notify Buyer in writing of same. Until the Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Real Property shall be borne damaged by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken involving a restoration cost exceeding Two Hundred Thousand Dollars (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then200,000), Buyer may elect shall have the option (i) to terminate this Agreement with respect to each such Property Agreement, by providing written notice of such termination to Seller given within ten (10) business days after Buyer’s receipt of notice knowledge of such condemnationcasualty, taking or damagein which event, upon which termination a proportionate part so long as Buyer shall be in compliance in all material respects with all of its obligations under this Agreement, Buyer shall have the right to the return of the Xxxxxxx Money shall be returned Deposit, or (ii) to acquire the Property pursuant to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under terms of this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to without any condemnation abatement or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement reduction of the Purchase Price and without any obligation of Seller (other than as set forth in this subsection) arising by reason of such casualty. If the cost of restoration as a result of casualty shall be less that such amount, or if Buyer shall have elected the option set forth in clause (ii) above, Buyer shall be obligated to purchase the Property in accordance with the terms of this Agreement without a reduction of the Purchase Price, and Seller shall transfer and assign to Buyer all insurance proceeds and rights to receive the same on account of such casualty except to the extent that the same shall be for the loss of rent or revenue or business interruption for periods prior to the Closing. (b) If, prior to the Closing, the Real Property or any portion thereof shall be taken by eminent domain or shall be transferred in lieu thereof, then this Agreement shall be terminated, at the Closing election of Buyer, without liability of either party as a result of such termination, in which event, so long as Buyer shall be in compliance in all material respects with all of its obligations under this Agreement, Buyer shall have the rights of Seller right to the awardsreturn of the Deposit. If Buyer shall not so terminate this Agreement, if any, for then the condemnation Closing shall proceed as to the balance of the Property without abatement or takingother reduction in the Purchase Price, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall receive any award to which Seller may otherwise be no abatement entitled based on the value of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesso taken.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller Lessor shall notify Buyer Lessee in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by SellerLessor. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under the Lease for such Propertyits Lease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer Lessee may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller Lessor within ten (10) business days after BuyerLessee’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part the pro-rata portion of the Xxxxxxx Exxxxxx Money set forth on Schedule 1 attached hereto applicable to such terminated Property shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Lessee, and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer Lessee does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Leasehold Transaction Price and Seller Lessor shall assign to Buyer Lessee at the Closing the rights of Seller Lessor to the awards, if any, for the condemnation or taking, and Buyer Lessee shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Lessee does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Leasehold Transaction Price and Seller Lessor shall assign to Buyer Lessee at the Closing the rights of Seller Lessor to the proceeds under SellerLessor’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer Lessee any such proceeds received prior to Closing) and pay to Buyer Lessee the amount of any deductible with respect thereto, and Buyer Lessee shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent (that is not covered by rent loss insurance) under the Lease for such Propertyor Ground Lessor has a right of termination under the Ground Lease, whether or not the restoration work shall be timely completed, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000150,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the MOB Real Property or Parking Lot Real Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: : (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Al and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect affecting the Property which would reasonably be expected to any Propertymaterially or adversely affect the ability to operate the Property as currently operated, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Property shall be borne by Seller. In the event all or any a material portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days Business Days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Deposit allocated to said Property shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. As used in this Section, the term “material portion” shall mean a casualty the cost of which to repair exceeds $1,000,000, as reasonably determined by an independent insurance adjuster or contractor retained by Buyer, or with respect to a taking results in the diminution of the value of a Facility that exceeds $1,000,000, as reasonably determined by an independent MAI appraiser retained by Buyer. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Parties shall assign to Buyer at the Closing the rights of Seller Parties to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller Parties shall assign to Buyer at the Closing the rights of Seller Parties to the proceeds under Seller’s Seller Parties’ insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies. Notwithstanding the foregoing, Tenant shall be fully responsible to repair any damage to the Property caused by a casualty or condemnation occurring prior to Closing, whether or not material for purposes of this Section, and for any claims or obligations regarding the aforesaid as required under the Master Lease, and Buyer shall in no way be required to assume or be deemed to have assumed responsibility for the same, by virtue of the occurrence of the Closing.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the (a) The risk of loss or damage to in the Propertyevent of a casualty shall rest exclusively with Seller until the Closing. Thereafter, except as otherwise expressly provided herein, shall be borne by SellerPurchaser will assume the full risk of loss on and after the Closing. In the event all of damage to any of the Property due to a casualty prior to the Closing for which the cost of repair equals or exceeds 10% of the Purchase Price, either Purchaser or Seller may terminate this Agreement within 10 business days of such casualty, in which case the Escrow Agent shall return the Exxxxxx Money to Purchaser, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any portion rights or obligations hereunder except for the obligations which are expressly stated herein to survive the Closing or termination of any Property this Agreement. If such damage is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Propertyless than said 10% amount, or if such damage exceeds such 10% amount and this Agreement is not terminated as herein provided, Purchaser and Seller shall close the transaction contemplated herein, IN WHICH EVENT PURCHASER’S SOLE RECOURSE SHALL BE TO RECEIVE ANY AND ALL INSURANCE PROCEEDS ATTRIBUTABLE TO SUCH CASUALTY LOSS AFFECTING THE PROPERTY THAT ARE ACTUALLY PAID BY SELLER’S PROPERTY CASUALTY INSURANCE CARRIER(S). FOR PURPOSES OF THIS SECTION 29, INSURANCE PROCEEDS DO NOT AND SHALL NOT BE CONSTRUED TO INCLUDE ANY DEDUCTIBLES, DEPRECIATION OR OTHER SUM WITHHELD BY SELLER’S INSURANCE CARRIER(S) FOR ANY REASON. (b) with respect If at any time prior to any casualtythe Closing, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) any material part thereof is threatened with condemnation or legal proceedings commenced under the power of eminent domain, Seller shall promptly give Purchaser written notice of such fact, and shall furnish to Purchaser copies of all written notices received by Seller pertaining thereto. Purchaser shall have the Property is (or will be) condemned or takenright, thenwithin 10 business days after the receipt of such a notice, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnationand the Title Company, taking or damage, upon in which termination a proportionate part of the Xxxxxxx Money event Purchaser shall be returned entitled to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 return of its Exxxxxx Money, and neither party hereto Seller nor Purchaser shall have any further rightsobligations hereunder other than Purchaser’s obligations regarding confidentiality and indemnification hereunder IF THIS AGREEMENT IS NOT SO TERMINATED, obligations or liabilities under this Agreement with respect to such PropertyPURCHASER SHALL BE OBLIGATED TO PROCEED WITH THE CLOSING HEREUNDER, except as otherwise expressly set forth herein. With respect to any AND ALL DAMAGE AWARDED BY A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH SUCH CONDEMNATION OR OTHER LEGAL PROCEEDINGS AFFECTING THE PROPERTY SHALL BELONG TO PURCHASER, AND THE PURCHASE PRICE WILL NOT BE ABATED OR REDUCED ON ACCOUNT OF ANY SUCH PROCEEDINGS. (c) In all events, the receipt and disposition of insurance and condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there proceeds shall be no abatement subject to the provisions of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiesLease.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under the Lease for such Propertyits Lease, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Buyer, and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, Properties shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000five percent (5%) of the Allocated Purchase Price for the applicable Property, or and (cb) with respect to any condemnationcondemnation or taking (or notice thereof), any Improvements the proposed condemnation or taking will result in the loss of legal access to a public right-of way or the reduction of value in the applicable Property or by more than five percent (5%) of the Property is (or will be) condemned or takenPurchase Price, then, then Buyer may elect to terminate this Agreement with respect to each such Property the applicable Properties by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Purchase Price shall be reduced by the applicable Allocated Purchase Price and the applicable Allocated Exxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyProperties, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer does not elect to cancel this Agreement with respect to such Properties as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awardsawards to be applied in accordance with the terms of the Leases. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement with respect to such Property as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Buyer, at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount ), with Seller responsible for payment of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policiespolicies which shall be applied in accordance with the terms of the Leases.

Risk of Loss/Condemnation. Upon an occurrence of a casualty, condemnation or taking with respect to any Propertytaking, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any the Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) any Tenant has a right of termination or abatement of rent under its Leases, whether or not the Lease for such Property, restoration work shall be timely completed or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000250,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of written notice of such condemnation, taking or damage, upon which termination a proportionate part of termination, the Xxxxxxx Money Money, together with all interest earned thereon, shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such PropertyAgreement, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing Closing, the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

Risk of Loss/Condemnation. 12.1 If, between the date of this Agreement and the Closing Date, the Premises are damaged by fire or other casualty, the provisions of Section 5-1311 of the New York General Obligations Law, or any statute enacted in substitution therefor or in addition thereto, shall not apply. Such provisions are hereby waived, and the provisions of the following Section 12.2 shall apply instead. 12.2 Upon an the occurrence of a casualty, condemnation or taking with respect to any Propertythe Premises, Seller shall notify Buyer Purchaser in writing of same. Until Closing, the risk of loss or damage to all of the PropertyPremises, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property the Premises is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a the right of termination or abatement of rent under the Lease for such Property(which is not waived by the Tenant in writing), or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000600,000.00, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property Premises is (or will be) condemned or taken, then, Buyer then Purchaser may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after BuyerPurchaser’s receipt of notice of such condemnation, condemnation or taking or damage, upon which termination a proportionate part of the Xxxxxxx Money Downpayment shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 Purchaser and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Propertythe Premises, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of or any notice thereof), if Buyer Purchaser does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the claims or awards, if any, for the condemnation or taking, and Buyer Purchaser shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer Purchaser does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement Premises as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer Purchaser at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property Premises with respect to such damage or destruction (or pay to Buyer Purchaser any such proceeds received prior to Closing) Closing less an amount equal to any reasonable expenses and pay costs actually incurred by Seller to Buyer collect or adjust such insurance or to secure the improvements or initiate repairs or restoration of the Premises, and credit to Purchaser the amount of any deductible with respect thereto, and Buyer Purchaser shall be entitled to receive and keep any monies received from such insurance policies. Any portion of such proceeds paid or to be paid on account of the loss of rents or other income from the Property for the period prior the Closing Date shall be payable to Seller.