Common use of Takings Clause in Contracts

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part of the Real Property is taken, or is to be taken, Purchaser may, within five (5) days after the delivery of Seller’s notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations. (b) If a Material Part of the Real Property is taken, or is to be taken, but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser shall have no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceeds, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, after the Effective Date and prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the a Real Property is taken, Purchaser or is to be taken, Purchaser Seller may, within five ten (510) days Business Days after the delivery giving of Seller’s notice, by written notice to Sellerthe other party, elect to terminate this Agreement. For purposes of this Section 11.02, whereupon Escrow Company a “material” part of the Real Property shall immediately return be deemed to have been taken if (i) the Deposit Hotel buildings must be reconfigured as a result of such taking; (ii) the taking materially interferes with the present and continuous use and operation of any of the buildings comprising the Real Property or the operation of the business of the Hotel; (iii) the taking causes a material reduction in the size of any of the buildings comprising the Improvements; or (iv) the taking results in the elimination of the sole or any required means of legal ingress and/or egress from the Real Property to Purchaserpublic roads, with no immediate, comparable, convenient legal substitute ingress and/or egress being available at a commercially reasonable cost. In the event that Purchaser or Seller shall so elect to terminate this agreement, the Parties Xxxxxxx Money shall each pay one-half of the costs of the Escrow, be disbursed to Purchaser and neither party to all obligations between Seller and Purchaser under this Agreement shall thereafter have any further rights or liabilities under this Agreement, will terminate except for the Surviving Obligationsthose that expressly survive termination. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not elect neither party elects to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authorityauthority (i) the transactions contemplated hereby shall be consummated; and (ii) Owner shall retain the award and/or proceeds and assume responsibility for repair after the Closing (and, notwithstanding the terms and conditions set forth in any other agreement between Seller and Purchaser or their respective Affiliates, Seller and Purchaser shall have no right obligation to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without expend or contribute any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller amounts in connection with obtaining payment of any award such repair or other proceeds, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Pricerestoration). (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, after the Effective Date and prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the a Real Property is taken, or is to be taken, Purchaser may, within five (5) days after the delivery giving of Seller’s notice, by written notice to Seller, elect to terminate this Agreement. For purposes of this Section 11.02, whereupon Escrow Company a “material” part of the Real Property shall immediately return be deemed to have been taken if (i) the Deposit Hotel buildings must be reconfigured as a result of such taking; (ii) the taking materially interferes with the present use and operation of any of the buildings comprising the Real Property or the operation of the business of the Hotel; (iii) the taking causes a material reduction in the size of any of the buildings comprising the Improvements; or (iv) the taking results in the elimination of the sole or any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient legal substitute ingress and/or egress being available. In the event that Purchaser shall so elect, the Xxxxxxx Money shall be disbursed to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to all obligations between Seller and Purchaser under this Agreement shall thereafter have any further rights or liabilities under this Agreement, will terminate except for the Surviving Obligationsthose that expressly survive termination. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser neither party shall have no any right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations obligation on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller and approved by Purchaser prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller and approved by Purchaser prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in on the Real PropertyProperty and such holder refuses to release sufficient sums therefrom for the purpose of making repairs and restorations required by reason of such condemnation, then, at the Closing, Seller (at Seller’s sole option) shall either pay to Purchaser the amount of the proceeds or credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authoritya Non-Material Taking (as hereinafter defined) occurs, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: then (a) If a Material Part Seller shall notify Purchaser of the Real Property is takensuch fact, or is to be taken, Purchaser may, within five (5) days after the delivery of Seller’s notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations. (b) If a Material Part of the Real Property is taken, Purchaser shall not have any right or is to be taken, but Purchaser does not elect option to terminate this Agreement pursuant to paragraph and this Agreement shall continue in effect, (ac) above, or if an immaterial part of at the Real Property is taken by an act of governmental authorityClosing, Purchaser shall have accept the Property subject to such Non-Material Taking or so much of the Property as remains after such Non-Material Taking, as the case may be, with no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; providedPrice, however, that Seller shall, and (d) at the Closing, (i) Seller shall assign and turn overover to Purchaser, and Purchaser shall be entitled to receive and keep, the net proceeds all of Seller’s interest in and to all awards for such Non-Material Taking (and Seller shall execute and deliver to Purchaser any award and all instruments or other proceeds of documentation required by Purchaser to effectuate such taking which may have been collected by Seller as a result of such takingassignment). If, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing Date, a Material Taking (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceeds, or (ii) if no award or other proceeds Purchaser shall have been collected, deliver to Purchaser an assignment of Seller’s the right to any terminate this Agreement by delivering notice of such award or other proceeds which may be payable termination to Seller as a result of within ten (10) days after it receives such takingnotice from Seller. In the event that Purchaser fails to exercise such termination right due to such Material Taking within such ten (10) day period, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) have waived such termination right, in which causes a reduction in event the size of any provisions of the buildings comprising first sentence of this Section 12.1 shall apply to such Material Taking. In the Real Property event that Purchaser delivers a notice of termination within such ten (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and neither party shall have any further rights or materially interferes with obligations hereunder except for the present use and operation of any of the buildings comprising the Real PropertySurviving Obligations, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being availableshall survive such termination.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the a Real Property is taken, or is to be taken, Purchaser may, within five ten (510) days after the delivery giving of Seller’s 's notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company . In the event that Purchaser shall immediately return the Deposit to Purchaserso elect, the Parties Xxxxxxx Money shall each pay one-half of the costs of the Escrow, be returned to Purchaser whereupon this Agreement shall terminate and neither party to this Agreement hereto shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligationsobligations hereunder. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser shall not have no any right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations obligation on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s 's right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment net proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in on the Real PropertyEstate and such holder refuses to release sufficient sums therefrom for the purpose of making repairs and restorations required by reason of such condemnation, then, at the Closing, Seller (at Seller's sole option) shall either pay to Purchaser the amount required to make such repairs and restorations or credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” "material part" shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, Property or (ii) which results in the elimination of the sole or any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, prior to the Closing Date, all or any portion of the Real Property Estate is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the a Real Property Estate is taken, or is to be taken, Purchaser may, within five (5) days after the delivery giving of Seller’s notice, by written notice to Seller, elect to terminate this Agreement. In the event that Purchaser shall so elect, whereupon Escrow Company this Agreement shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, terminate and neither party to this Agreement hereto shall thereafter have any further rights Obligations or liabilities under this Agreement, except for liability whatsoever to the Surviving Obligationsother hereunder. (b) If a Material Part material part of the Real Property Estate is taken, or is to be taken, but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property Estate is taken by an act of governmental authority, Purchaser shall have no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations Obligations on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real PropertyEstate, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Partmaterial part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property Estate or materially interferes with the present use and operation of any of the buildings comprising the Real Property, Estate or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property Estate to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the a Real Property is taken, or is to be taken, Purchaser may, within five ten (510) days after the delivery giving of Seller’s notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company . In the event that Purchaser shall immediately return the Deposit to Purchaserso elect, the Parties Xxxxxxx Money shall each pay one-half of the costs of the Escrow, be returned to Purchaser whereupon this Agreement shall terminate and neither party to this Agreement hereto shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligationsobligations hereunder. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser shall not have no any right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations obligation on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment net proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in on the Real PropertyEstate and such holder refuses to release sufficient sums therefrom for the purpose of making repairs and restorations required by reason of such condemnation, then, at the Closing, Seller (at Seller’s sole option) shall either pay to Purchaser the amount required to make such repairs and restorations or credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Partmaterial part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of the sole or any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available, or (iii) which results in the elimination of any parking on the Land unless Purchaser concludes in its sole but good faith discretion that such parking is not required for the continued operation of the Hotel.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part of the Real Property is taken, or is to be taken, Purchaser may, within five (5) days after the delivery of Seller’s notice, by written notice to Seller, elect to terminate this Agreement. In the event that Purchaser shall so elect, whereupon Escrow Company this Agreement shall immediately return terminate and the Deposit shall be returned to Purchaser, Purchaser (less the Parties shall each pay one-half amount of any damages payable to Seller pursuant to the costs of the Escrow, indemnification set forth in Section 4.06) and neither party to this Agreement hereto shall thereafter have any further rights obligations or liabilities under this Agreementliability whatsoever to the other hereunder, except for the Surviving Obligationssuch provisions of this Agreement that expressly survive termination. (b) If a Material Part of the Real Property is taken, or is to be taken, but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser shall have no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceeds, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, after the Effective Date and prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the Real Property is taken, or is to be taken, Purchaser may, within five ten (510) days Business Days after the delivery of receiving Seller’s written notice, by written notice to Seller, elect to terminate this Agreement. For purposes of this Section 11.02, whereupon Escrow Company a “material” part of the Real Property shall immediately return be deemed to have been taken if: (i) the Deposit Improvements on the applicable Property must be materially reconfigured so as to affect at least fifteen percent (15%) of the guest rooms or square footage of the applicable Hotel as a result of such taking; (ii) the taking materially interferes with the present use and operation of at least fifteen percent (15%) of the guest rooms or square footage of the applicable Hotel; (iii) the taking results in the permanent elimination of the sole or any required or material means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient legal substitute ingress and/or egress being available; (iv) the taking could reasonably result in the inability of the Purchaser to operate the Hotel as a “hotel” that rents guest rooms in a manner consistent with Seller’s past practices. In the event that Purchaser shall so elect, the Exxxxxx Money shall be disbursed to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to all obligations between Seller and Purchaser under this Agreement shall thereafter have any further rights or liabilities under this Agreement, will terminate in its entirety except for the Surviving Obligationsthose that expressly survive termination. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not timely elect to terminate this Agreement pursuant to paragraph (aSection 11.02(a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser neither party shall have no any right to thereafter terminate this AgreementAgreement under this Article XI, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations obligation on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, : (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs collections made by Seller and approved by Purchaser prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs collections made by Seller and approved by Purchaser prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closingdeducted from such assignment. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in on the Real PropertyProperty and such holder refuses to release sufficient sums therefrom for the purpose of making repairs and restorations required by reason of such condemnation, then, at the Closing, Seller (at Seller’s sole option) shall either pay to Purchaser the amount of the proceeds or credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authoritya Non-Material Taking (as hereinafter defined) occurs, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: then (a) If a Material Part Seller shall notify Purchaser of the Real Property is takensuch fact, or is to be taken, Purchaser may, within five (5) days after the delivery of Seller’s notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations. (b) If a Material Part of the Real Property is taken, Purchaser shall not have any right or is to be taken, but Purchaser does not elect option to terminate this Agreement pursuant to paragraph and this Agreement shall continue in effect, (ac) above, or if an immaterial part of at the Real Property is taken by an act of governmental authorityClosing, Purchaser shall have accept the Premises subject to such Non-Material Taking or so much of the Premises as remains after such Non-Material Taking, as the case may be, with no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; providedPrice, however, that Seller shall, and (d) at the Closing, (i) Seller shall assign and turn overover to Purchaser, and Purchaser shall be entitled to receive and keep, the net proceeds all of Seller's interest in and to all awards for such Non-Material Taking (and Seller shall execute and deliver to Purchaser at Closing any award and all instruments or other proceeds of documentation required by Purchaser to effectuate such taking which may have been collected by Seller as a result of such takingassignment). If, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing Date, a Material Taking (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceeds, or (ii) if no award or other proceeds Purchaser shall have been collected, deliver to Purchaser an assignment of Seller’s the right to any terminate this Agreement by delivering notice of such award or other proceeds which may be payable termination to Seller as a result within ten (10) days after it receives such notice from Seller, or the Date of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid whichever occurs first. In the event that Purchaser fails to Seller by exercise such termination right due to such Material Taking within such period, Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) have waived such termination right, in which causes a reduction in event the size of any provisions of the buildings comprising first sentence of this Section 12.1 shall apply to such Material Taking. In the Real Property event that Purchaser delivers a notice of termination within such period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and neither party shall have any further rights or materially interferes with obligations hereunder except for the present use and operation of any of the buildings comprising the Real PropertySurviving Obligations, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being availableshall survive such termination.

Takings. If, after the Effective Date and prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the Real Property is taken, or is to be taken, Purchaser may, within five ten (510) days Business Days after the delivery of receiving Seller’s written notice, by written notice to Seller, elect to terminate this Agreement. For purposes of this Section 11.02, whereupon Escrow Company a “material” part of the Real Property shall immediately return be deemed to have been taken if: (i) the Deposit Improvements on the Property must be materially reconfigured so as to affect at least fifteen percent (15%) of the guest rooms or square footage of the Hotel as a result of such taking; (ii) the taking materially interferes with the present use and operation of at least fifteen percent (15%) of the guest rooms or square footage of the Hotel; (iii) the taking results in the permanent elimination of the sole or any required or material means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient legal substitute ingress and/or egress being available. In the event that Purchaser shall so elect, the Xxxxxxx Money shall be disbursed to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to all obligations between Seller and Purchaser under this Agreement shall thereafter have any further rights or liabilities under this Agreement, will terminate except for the Surviving Obligationsthose that expressly survive termination. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not elect to terminate this Agreement pursuant to paragraph (aSection 11.02(a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser neither party shall have no any right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations obligation on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, : (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller and approved by Purchaser prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller and approved by Purchaser prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closingdeducted from such assignment. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in on the Real PropertyProperty and such holder refuses to release sufficient sums therefrom for the purpose of making repairs and restorations required by reason of such condemnation, then, at the Closing, Seller (at Seller’s sole option) shall either pay to Purchaser the amount of the proceeds or credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, on or prior to the Closing Date, all or any portion part of or interest in the Real Property Cable One Assets or the TCA Assets, as appropriate, is taken by or condemned as a result of a Governmental Authority's exercise of its powers of eminent domain or by an act of governmental authoritydomain, or if an action for a Governmental Authority having such taking power informs a Party that it intends to condemn all or any part of such Party's Assets (such event being called, in either case, a "Taking") and such Taking is initiated so substantial as to prevent normal operations of a System or threatenedany material part thereof (a "Material Taking"), Seller shall promptly give Purchaser written notice thereofthen Cable One, and in the following shall apply: (a) If case of a Material Part Taking of the Real Property is takenTCA Assets, or is to be takenTCA, Purchaser mayin the case of a Material Taking of Cable One Assets, within five (5) days after shall have the delivery of Seller’s notice, by written notice to Seller, elect right to terminate this Agreement. If TCA or Cable One, whereupon Escrow Company shall immediately return the Deposit to Purchaseras appropriate, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations. (b) If a Material Part of the Real Property is taken, or is to be taken, but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) abovenotwithstanding the occurrence of a Material Taking, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser there shall have no right to terminate this Agreementoccurred a non-Material Taking, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; provided, however, that Seller shall, at the Closing, then (i) assign TCA, in the case of a Taking of Cable One Assets, or Cable One, in the case of a Taking of TCA Assets, may elect, in the name of the other Party, to negotiate for, claim, contest and turn overreceive all damages with respect to the Taking, and Purchaser shall (ii) the Party whose Assets were the subject of the Taking will be entitled relieved of its obligation to receive and keepconvey to the other Party those of its Assets that were the subject of the Taking, (iii) at Closing, the net proceeds Party whose Assets were the subject of any award or the Taking will assign to the other proceeds Party all of such taking which may have been collected by Seller its rights to damages payable as a result of such takingthe Taking, less any portion thereof applied and will pay to the cost of repairs made by Seller prior other Party all damages previously paid to the Closing and less the reasonable costs and expenses incurred by Seller it in connection with obtaining payment of any award or other proceedsthe Taking, or and (iiiv) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to following the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part Party whose Assets were the subject of the payment proceeds are paid Taking will give to the holder other Party any further assurances of any mortgage or deed of trust or reversionary interest in such rights and assignment with respect to the Real Property, then, at Taking as the Closing, Seller shall credit such amount against the Purchase Priceother Party reasonably may request from time to time. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part of the Real Property is taken, or is to be taken, Purchaser may, within five (5) days after the delivery of Seller’s notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrowescrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations. (b) If a Material Part of the Real Property is taken, or is to be taken, but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by eminent domain or by an act of governmental authority, Purchaser shall have no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceeds, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.. ACTIVE/85506504.17 LEGAL_US_W # 85494519.11

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part of the Real Property is taken, or is to be taken, Purchaser may, within five (5) days after the delivery of Seller’s notice, by written notice to Seller, elect to terminate this Agreement, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations. (b) If a Material Part of the Real Property is taken, or is to be taken, but Purchaser does not elect to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by eminent domain or by an act of governmental authority, Purchaser shall have no right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations on the part of Seller by reason of such taking; provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceeds, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such taking, less an amount equal to the cost of any repairs made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or (ii) which results in the elimination of any required means of legal ingress and/or egress from the Real Property to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available.

Takings. If, prior to the Closing Date, all or any portion of the Real Property is taken by eminent domain or by an act of governmental authority, or if an action for such taking is initiated or threatened, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If a Material Part material part of the Real Property is taken, or is to be taken, Purchaser either party may, within five (5) days after the delivery giving of Seller’s 's notice, by written notice to Sellerthe other, elect to terminate this Agreement. In the event that either party shall so elect, whereupon Escrow Company shall immediately return subject to the provisions of Section 3.01(d), the Deposit shall be returned to Purchaser, the Parties Purchaser whereupon this Agreement shall each pay one-half of the costs of the Escrow, terminate and neither party to this Agreement hereto shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligationsobligations hereunder. (b) If a Material Part material part of the Real Property is taken, or is to be taken, taken but Purchaser does not elect neither party elects to terminate this Agreement pursuant to paragraph (a) above, or if an immaterial part of the Real Property is taken by an act of governmental authority, Purchaser neither party shall have no any right to terminate this Agreement, and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligations obligation on the part of Seller by reason of such taking; , provided, however, that Seller shall, at the Closing, (i) assign and turn over, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such taking which may have been collected by Seller as a result of such taking, less any portion thereof applied to the cost of repairs necessitated by such taking and made by Seller prior to the Closing and less the reasonable costs and expenses incurred by Seller in connection with obtaining payment of any award or other proceedsClosing, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s 's right to any such award or other proceeds which may be payable to Seller as a result of such takingtaking and all claims related thereto, less an amount equal to the cost of any repairs necessitated by such taking and made by Seller prior to the Closing, which amount shall be paid to Seller by Purchaser at the Closing. If all or any part of the payment proceeds are paid to the holder of any mortgage or deed of trust or reversionary interest in the Real Property, then, at the Closing, Seller shall credit such amount against the Purchase Price. (c) For the purposes hereof, a “Material Part” "material part" shall be deemed to mean any taking (i) which causes a reduction in the size of any of the buildings comprising the Real Property or materially interferes with the present use and operation of any of the buildings comprising the Real Property, or Property (ii) which results in the elimination of the sole or any required means of legal ingress and/or egress from the Real Property Property, to public roads, with no comparable, convenient, legal substitute ingress and/or egress being available, or (iii) which results in the elimination of any parking on the Land unless Purchaser concludes in its sole but good faith discretion that such parking is not required for the continued operation of the Hotel.