Damage, Destruction and Condemnation (a) Seller will bear the risk of loss for any damage, destruction, or condemnation that may occur prior to Closing. If any portion of the Property is damaged or destroyed prior to Closing, Purchaser may elect to terminate this Agreement, unless prior to Closing all that damage has been repaired and the Improvements restored or replaced to their condition prior to the damage. If any material portion of the Property is condemned or taken prior to Closing, Purchaser may elect to terminate this Agreement. (b) Purchaser's election under this Section with respect to any condemnation or taking will be exercised by written notice to Seller within twenty (20) days after written notice from Seller of the condemnation or taking. Purchaser's election under this Section with respect to any damage or destruction not repaired prior to Closing will be exercised by written notice to seller within twenty (20) days of the later to occur of: (i) written notice from Seller of the damage or destruction and Seller's inability to repair and restore prior to Closing; or (ii) written notice from Seller's insurance carrier regarding the estimated cost of repair, replacement, or reconstruction and the portion of the repair, replacement, or reconstruction for which insurance proceeds will be made available. The Closing Date will be extended as necessary to give Purchaser time to make the election. (c) If Purchaser elects to terminate this Agreement under this Section, neither party will have any further rights, duties, or obligations. If Purchaser does not elect to terminate this Agreement, this Agreement will remain in full force and the purchase contemplated in this Agreement, less any interest taken by condemnation, will be effected, and at the Closing, Seller will pay the Purchaser the amount of any deductible under Seller's insurance policy and will assign, transfer, and set over to Purchaser all of Seller's right, title, and interest to any condemnation awards or insurance proceeds that have been or that may later be made for the taking or destruction.
Casualty Damage (i) All provisions hereof to the contrary notwithstanding, in the event any fire, casualty, or other event renders such damage to the Leased Premises that is reasonably estimated to require more than twelve months from the date of such event to restore the Leased Premises or such damage completely destroys the same (collectively, “Casualty Damage”), and such Casualty Damage was not caused by the negligence or willful misconduct of Tenant or such Casualty Damage is not covered by the insurance required to be maintained by Tenant hereunder, then in that event MAC or Tenant shall have the right to terminate this Lease without payment of any penalty or Accelerated Rent upon notice to MAC or Tenant given within sixty days after the date of such casualty. All property insurance proceeds from Tenant’s insurance policy attributable to the building and the leasehold improvements on the Leased Premises shall be paid to MAC, and all such proceeds attributable to Tenant’s personal property and equipment shall be paid to Tenant. (ii) All provisions hereof to the contrary notwithstanding, in the event of Casualty Damage, and such Casualty Damage is caused by the negligence or willful misconduct of Tenant or any of its subtenants, invitees, agents, or employees, then in that event MAC shall have the right to terminate this Lease upon notice to Tenant given within sixty days after the date of such casualty. All property insurance proceeds from Tenant’s insurance policy attributable to the building and the leasehold improvements on the Leased Premises shall be paid to MAC, and all such proceeds attributable to Tenant’s personal property and equipment shall be paid to Tenant. (iii) In the event of any Casualty Damage for which Tenant or MAC has not timely exercised its termination right (if any) as aforesaid, Tenant shall proceed to repair and restore the Leased Premises with all due diligence, subject to delays due to force majeure, settling and adjusting the insurance claim, and receipt of insurance proceeds, and the insurance proceeds from Tenant’s insurance policy attributable to the leasehold improvements shall be paid to Tenant and held in trust for the repair of the Leased Premises and those proceeds attributable to Tenant’s personal property shall be paid to Tenant. MAC shall refund Tenant for its insurance deductible amounts paid pursuant to any Casualty Damage to the proportionate extent such Casualty Damage was caused by the intentional or negligent acts of MAC, or its employees, agents or contractors. Tenant shall collaborate in good faith with MAC in the design, development, repair, and reconstruction of the Leased Premises hereunder (including but not limited to providing MAC with access to meetings and draft plans and access to Tenant’s decision-making) and shall comply with the provisions and procedures set forth in Section 7 of this Lease in the performance of the repair and restoration of the Leased Premises following such Casualty Damage. (iv) If any Casualty Damage occurs that is not the fault of Tenant, or any of their subtenants, invitees, agents, or employees in any way making the Leased Premises substantially unusable, rent and all other charges shall be abated on a per day pro-rated basis during the time the Leased Premises are substantially unusable. No rent shall ▇▇▇▇▇ if damage resulted from any act of Tenant or their subtenants, invitees, agents or employees.
Assault the Employee refusing to carry out a lawful and reasonable instruction that is consistent with the Employee’s contract of employment.
DAMAGES, DESTRUCTION AND EMINENT DOMAIN (a) If, prior to closing, the Property or any part thereof be destroyed or further damaged by fire, the elements, or any cause, due to events occurring subsequent to the date of this Agreement to the extent that the cost of repair exceeds $10,000.00, this Agreement shall become null and void, at Buyer's option exercised, if at all, by written notice to Seller within ten (10) days after Buyer has received written notice from Seller of said destruction or damage. Seller, however, shall have the right to adjust or settle any insured loss until (i) all contingencies set forth in Paragraph 6 hereof have been satisfied, or waived; and (ii) any ten-day period provided for above in this Subparagraph 16a for Buyer to elect to terminate this Agreement has expired or Buyer has, by written notice to Seller, waived Buyer's right to terminate this Agreement. If Buyer elects to proceed and to consummate the purchase despite said damage or destruction, there shall be no reduction in or abatement of the purchase price, and Seller shall assign to Buyer the Seller's right, title, and interest in and to all insurance proceeds (pro-rata in relation to the Entire Property) resulting from said damage or destruction to the extent that the same are payable with respect to damage to the Property, subject to rights of any Tenant of the Entire Property. If the cost of repair is less than $10,000.00, Buyer shall be obligated to otherwise perform hereinunder with no adjustment to the Purchase Price, reduction or abatement, and Seller shall assign Seller's right, title and interest in and to all insurance proceeds pro-rata in relation to the Entire Property, subject to rights of any Tenant of the Entire Property. (b) If, prior to closing, the Property, or any part thereof, is taken by eminent domain, this Agreement shall become null and void, at Buyer's option. If Buyer elects to proceed and to consummate the purchase despite said taking, there shall be no reduction in, or abatement of, the purchase price, and Seller shall assign to Buyer the Seller's right, title, and interest in and to any award made, or to be made, in the condemnation proceeding pro-rata in relation to the Entire Property, subject to rights of any Tenant of the Entire Property. In the event that this Agreement is terminated by Buyer as provided above in Subparagraph 16a or 16b, the First Payment shall be immediately returned to Buyer (after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof).
Damage, Destruction or Condemnation (a) In the event of damage to or destruction of any portion of the Project resulting from fire or other casualty during the Term, or in the event any portion of the District is condemned or taken for any public or quasi-public use or title thereto is found to be deficient during the Term, the net proceeds of any insurance relating to such damage or destruction, the net proceeds of such condemnation or taking or the net proceeds of any realization on title insurance shall be paid into, and used in accordance with a construction escrow agreement reasonably satisfactory to the City and Developer ("Casualty Escrow"). (b) If, at any time during the Term, the Project or any part thereof shall be damaged or destroyed by a casualty (the "Damaged Facilities"), Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (c) If at any time during the Term, title to the whole or substantially all of the Project which has previously been conveyed to Developer shall be taken in condemnation proceedings or by right of eminent domain, Developer, at its sole discretion, may terminate this Agreement as of the date of such taking. For purposes of this Section 6.07(c), "substantially all of the District" shall be deemed to have been taken if the City and Developer, each acting reasonably and in good faith, determine that the untaken portion of the District, including the parking improvements, cannot be practically and economically used by Developer for the purposes and at the times contemplated by this Agreement. (d) In the event of condemnation of less than the whole or substantially all of the District which has previously been conveyed to Developer during the Term, Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the remaining part of the Project, as nearly as possible, to its former condition, and shall be entitled to draw upon the Casualty Escrow for payment of said costs. (e) Nothing in this section will require the Developer to expend funds in excess of the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities.
