Common use of Condemnation and Casualty Clause in Contracts

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser in writing of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" Material (defined belowas such term is hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice’s notice thereof, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, assign and turn over to Purchaser all of the insurance proceeds or condemnation proceedsawards, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest thereinright to receive the same) payable paid with respect to such fire or other casualty or condemnation condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation; , and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, on or prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs actually incurred (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement or rent loss insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller and Escrow Agent given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit (including the interest thereon) shall promptly be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs costs, in either case to the extent actually incurred or expended by Seller (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit to Purchaser in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be immediately returned to Purchaser from the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds and the insurance deductible or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

Condemnation and Casualty. (a) If, prior to before the Closing Date(as defined in the Purchase and Sale Agreement), all or any portion of Optionor receives notice that the Property is taken by condemnation or eminent domainto be wholly condemned, or is to be condemned in such substantial part as would materially and adversely effect the subject of a pending taking which has not been consummatedOptionee's ability to operate its business on the Property, or if the Property is wholly destroyed or damaged by fire or other casualty, Seller or if so much of the Property is damaged by fire or other casualty to the extent that the cost of repairing such damage shall notify Purchaser amount to at least twenty-five percent (25%) of the Purchase Price as determined by the casualty insurer insuring the Property, then, in any such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below)event, Purchaser Optionee, in the event it has already exercised the Option, shall have the option right to terminate this Agreement upon by delivering notice of such termination in writing to Seller given not later than fifteen Optionor within thirty (1530) days after receipt of Seller's noticenotice of such condemnation or casualty, or the date of the Closingand Optionor and Optionee shall each be released and discharged from any obligation to each other hereunder; provided, whichever is earlier. If however, that if Optionee elects not to terminate this Agreement is terminatedafter it has exercised the Option, the Deposit purchase contemplated herein shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations consummated without reduction to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminatedPurchase Price, Seller but Optionee shall not be obligated entitled to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all proceeds of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (y) Optionor shall have no responsibility for the parties shall proceed to Closing pursuant to the terms hereof without abatement restoration and repair of the Purchase PriceProperty.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs to the extent actually incurred or expended by Seller (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "MaterialMATERIAL" (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, payable with respect to such casualty or condemnation, including any rent abatement insurance for such casualty payable for any period after the Closing Date, net of any costs of repairs (made by or on behalf of Seller prior to the Closing) and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or (and the date of the Closing, whichever is earlierClosing Date shall be extended to allow such fifteen (15) day period to run if necessary). If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is applicable Properties are taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice either (i) extend the Scheduled Closing Date solely with respect to the applicable Property for a time reasonably required by Seller given not later than fifteen to repair any damage or destruction with respect to the applicable Property (15) days after receipt of Seller's noticeand the Scheduled Closing Date shall proceed as scheduled with respect to all other Properties), or (ii) proceed to Closing in accordance with the date terms of the Section 12.1. If Purchaser elects to proceed to Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, then Seller shall not be obligated to repair any damage or destruction but: with respect to the applicable Property, but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to after the Effective Date but on or before the Closing Date, all the Property or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit thereof shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights (i) damaged or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such destroyed by fire or other casualty or (ii) taken as a result of any condemnation including any rent abatement insurance for or eminent domain proceeding (or upon Seller receiving written notice of such condemnation or eminent domain proceeding), Seller shall promptly notify Buyer and, at Closing, Seller will credit against the Purchase Price payable by Buyer at the Closing an amount equal to the net proceeds (other than on account of business or rental interruption relating to the period prior to Closing), if any, received by Seller as a result of such casualty or condemnation; and , plus the amount of any deductible payable by Buyer (unless such casualty or condemnation constitutes a Material Casualty or Material Condemnation, as applicable) (provided that the amount of the credit for the deductible shall not be more than the amount by which (x) the cost as of the Closing Date to repair the damage is greater than (y) the insurance proceeds (less the deductible) and coverage to be assigned to Buyer), less any amounts spent by Seller to restore the Property. Subject to Section 9.2(d), if as of the Closing Date, Seller has not received any such insurance or condemnation proceeds, then the parties shall proceed nevertheless consummate on the Closing Date the conveyance of the Assets (without any credit for such insurance or condemnation proceeds except for a credit for any deductible payable by Buyer under such insurance) and Seller will at the Closing assign to Closing pursuant Buyer all rights of Seller, if any, to the terms hereof without abatement insurance or condemnation proceeds (other than on account of business or rental interruption relating to the Purchase Priceperiod prior to Closing) and to all other rights or claims arising out of or in connection with such casualty or condemnation.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice. If such Material condemnation or casualty occurs within fifteen (15) days of the Closing Date, or the Closing Date shall be extended automatically and without further action by the parties, to the date sixteen (16) days after the date of the Closing, whichever is earlierPurchaser’s receipt of Seller’s notice. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. IfIn the event Seller receives notice of any condemnation proceedings, prior notice of the intention of any governmental or quasi-governmental authority to initiate condemnation proceedings, or if any such proceedings commence, or an actual condemnation or taking of the Closing Date, all Real Property or any portion thereof occurs, which in any such event takes more than ten percent (10%) of the Property is taken by condemnation or eminent domainProperty, or there occurs a casualty at or on the Property the cost of repair for which is the subject of a pending taking which has not been consummated, $200,00.00 or is destroyed or damaged by fire or other casualtymore, Seller shall will promptly notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" and Purchaser may, within thirty (defined below), Purchaser shall have the option 30) days thereafter (i) elect to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's noticeAgreement, or the date of the Closing, whichever is earlier. If this Agreement is terminatedin which event, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser the parties shall have any be relieved of all further rights or obligations to the other liability hereunder except as otherwise provided specifically set forth elsewhere in this Agreement. If ; or (ii) if Purchaser does not elect to terminate this Agreement is not terminatedAgreement, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of claim the insurance proceeds or condemnation proceedsaward or, as applicable, net casualty insurance proceeds as well as any unpaid claims or rights in connection therewith and such claims and awards shall be assigned to Purchaser at Settlement (and in the event of casualty, together with the amount of any costs of repairs and net of reasonable collection costs (ordeductible on Seller's insurance policy), or if such have not been awardedpaid to Seller prior to Settlement, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of be credited at Settlement against the Purchase Price. In the event Purchaser does not terminate this Agreement as aforesaid, Purchaser shall have the right to negotiate with the condemning authority and/or applicable insurer, as applicable, and Seller agrees that it shall neither negotiate nor compromise with such authority or insurer without Purchaser's prior written consent.

Condemnation and Casualty. If, In the event that prior to the Closing Date, all or any portion of the Real Property or Improvements is taken by condemnation or eminent domain, or notice is the subject given to Seller of a pending proposed taking which has not been consummated, pursuant to eminent domain proceedings or is the Improvements are materially damaged or destroyed or damaged by fire or other any casualty, Seller shall notify give Purchaser prompt written notice of such fact promptly the same after Seller obtains knowledge Seller’s discovery thereof. If Seller shall have no obligation to repair or replace (or cause to be repaired or replaced) any such damage, destruction or taken property, and Purchaser shall have no right to terminate this Agreement by reason thereof, except as expressly provided in this Article IX. Except to the extent any condemnation proceeds or insurance proceeds are (x) attributable to loss of use of the Property or other items applicable to any period prior to the Closing, or (y) required for collection or repair costs incurred by Seller prior to the Closing, at Closing Seller shall (i) assign to Purchaser all claims respecting any condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty, as applicable, and (ii) provide a credit to Purchaser in an amount equal to the deductibles for such insurance, less any repair costs incurred by Seller prior to the Closing. Notwithstanding the foregoing provisions of this Article IX, in the event that prior to the Closing eminent domain proceedings are commenced or notice is "Material" provided to Seller concerning such impending proceedings for the condemnation of the Real Property or Improvements (or a portion thereof), and such condemnation constitutes a Material Taking (as defined below), then Purchaser shall have the option right to terminate this Agreement upon by written notice to Seller given not later than fifteen within ten (1510) days after receipt of Seller's notice, written notice from Seller of such condemnation or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Priceimpending proceedings.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "MaterialMATERIAL" (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (xa) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (yb) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a Purchase Price credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. .. If, prior to the Closing DateClosing, all or any portion of the Real Property is taken by condemnation or eminent domain, or is becomes the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other any casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen ten (1510) days after receipt of Seller's noticenotice and, or if applicable, the date of the Closing, whichever is earlierClosing Date shall be extended to provide Purchaser such ten (10) days. If this Agreement is terminated, the Deposit (and any interest thereon) shall be returned to Purchaser and thereafter neither Seller nor Purchaser the parties shall have any no further rights or obligations to the other hereunder under this Agreement (except as otherwise provided in this Agreementfor those obligations which expressly survive termination). If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (yi) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price; and (ii) at Closing, Seller shall either pay to Purchaser, or assign to Purchaser the right to receive, all condemnation proceeds or insurance proceeds paid or awarded to Seller, or if such have not been awarded, all of Seller’s right, title and interest therein, payable with respect to such condemnation or fire or other casualty; and (iii) with respect to any casualty insurance proceeds, Purchaser shall receive a credit against the Purchase Price for any deductible that may be required in connection with such insurance proceeds.

Condemnation and Casualty. (A) If, prior to before the Closing Date(as defined in the Purchase and Sale Agreement), all or any portion of Seller receives notice that the Property is taken by condemnation or eminent domainto be wholly condemned, or is to be condemned in such substantial part as would materially and adversely effect the subject of a pending taking which has not been consummatedBuyer's ability to operate its business on the Property, or if the Property is wholly destroyed or damaged by fire or other casualty, Seller or if so much of the Property is damaged by fire or other casualty to the extent that the cost of repairing such damage shall notify Purchaser amount to at least twenty-five percent (25%) of the Purchase Price as determined by the casualty insurer insuring the Property, then, in any such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below)event, Purchaser Buyer, in the event it has already exercised the Option, shall have the option right to terminate this Agreement upon by delivering notice of such termination in writing to Seller given not later than fifteen within (1530) days after receipt of Seller's noticenotice of such condemnation or casualty, or the date of the Closingand Seller and Buyer shall each be released and discharged from any obligation to each other hereunder; provided, whichever is earlier. If however, that if Buyer elects not to terminate this Agreement is terminatedafter it has exercised the Option, the Deposit purchase contemplated herein shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations consummated without reduction to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminatedPurchase Price, Seller but Buyer shall not be obligated entitled to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all proceeds of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , and (y) Seller shall have no responsibility for the parties shall proceed to Closing pursuant to the terms hereof without abatement restoration and repair of the Purchase PriceProperty.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs actually incurred by Seller (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" Material (defined belowas hereinafter defined), Purchaser shall have the option may elect to terminate this Agreement upon by providing written notice of such termination to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the ClosingClosing Date, whichever is earlier. If Purchaser elects to terminate this Agreement is terminatedAgreement, the Deposit shall be promptly returned to Purchaser, this Agreement shall terminate thereupon and Purchaser and thereafter neither Seller nor Purchaser shall have any no further rights or obligations to the each other hereunder under this Agreement except as otherwise provided in those that expressly survive termination of this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (other than to satisfy or cure any requirement of law, insurance company or health and safety matter) but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any actual out-of-pocket costs of repairs and net of reasonable actual out-of-pocket collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; , along with a credit for any deductible under such insurance and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

Condemnation and Casualty. IfA. Lessee hereby irrevocably assigns to Lessor any award, prior compensation or insurance payment to which Lessee may become entitled by reason of Lessee's interest in the Closing DatePremises (i) if the use, all occupancy or title of the Premises or any portion part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or the Property is taken action by condemnation or any person having the power of eminent domain, or is (ii) if the subject of a pending taking which has not been consummatedPremises or any part thereof are damaged or destroyed by fire, or is destroyed or damaged by fire flood or other casualty. Lessee shall, Seller shall notify Purchaser promptly upon obtaining knowledge of such fact promptly after Seller obtains knowledge damage or destruction, or of any such proceeding or action for the taking or the Premises or any part thereof, notify Lessor of the pendency thereof. If Lessor may appear at any proceeding or action to negotiate, prosecute and adjust any claim for any award, compensation or insurance payment on account of any such condemnation damage, destruction, taking, requisition or casualty is "Material" sale, and Lessor shall collect any such award, compensation or insurance payment. All amounts paid in connection with any such damage, destruction, taking, requisition or sale shall be applied pursuant to this paragraph, and all such amounts (defined below)minus the expense of collecting such amounts) are herein called the Net Proceeds. Lessor shall pay all reasonable costs and expenses in connection with each such proceeding, Purchaser action, negotiation, prosecution and adjustment, for which costs and expenses Lessor shall be reimbursed out of any award, compensation or insurance payment received. Lessee shall be entitled to participate in any such proceeding, action, negotiation, prosecution or adjustment. The foregoing notwithstanding, nothing in this Lease shall impair Lessee's right to any award or payment on account of Lessee's trade fixtures, equipment and other tangible personal property, moving expenses and loss of business, if available, to the extent Lessee shall have a right to make a claim, therefor against the option to terminate this Agreement person having the power of eminent domain, but in no event shall any such claim be based upon notice to Seller given not later than fifteen (15) days after receipt the value of SellerLessee's notice, or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Priceleasehold interest.

Condemnation and Casualty. If, prior to the applicable Closing Date, all or any portion of the Property is Properties are taken by condemnation or eminent domain, or is are the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's ’s notice, or the date of the Closingapplicable Closing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which that has not been consummated, or is destroyed or damaged by fire or other casualty, Seller Contributor shall notify Purchaser the Company of such that fact promptly after Seller Contributor obtains knowledge thereof. If such the condemnation or casualty is "“Material" ” (defined belowas hereinafter defined), Purchaser shall the Company will have the option to terminate this Agreement upon notice to Seller Contributor given not later than fifteen (15) days after receipt of Seller's notice, Contributor’s notice or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, neither Contributor nor the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall Company will have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementhereunder. If this Agreement is not terminated, Seller shall Contributor will not be obligated to repair any damage or destruction but: but (x) Seller Contributor shall assign, without recourse, assign and turn over to Purchaser the Company all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been yet awarded, all of its right, title title, and interest therein) payable with respect to such the fire or other casualty or condemnation condemnation, including any rent abatement insurance for such the casualty or condemnation; , and (y) the parties shall proceed to Closing will occur pursuant to the terms hereof without abatement of the Purchase PriceConsideration except for a credit in the amount of any deductible under applicable insurance, together with a credit for any uninsured amounts or underinsured amounts. The Company will have the right to participate in the negotiations and settlement of any casualty-related claim in the event the Company elects to proceed with Closing.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, assign and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any all costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation condemnation, including any rent abatement insurance accruing after the Closing for such casualty or condemnation; , and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase PricePrice except for a credit in the amount of the applicable insurance deductible.

Condemnation and Casualty. If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined belowas hereinafter defined), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the ClosingClosing Date, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreementwith respect to the Surviving Termination Obligations. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: but (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; condemnation and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

Condemnation and Casualty. If, prior to the Closing DateClosing, all or any portion a material part (as hereinafter defined) of the Property is taken by condemnation eminent domain or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), thereof and Purchaser shall have the option option, to be exercised within ten (10) business days after Purchaser receives such notification from Seller, time being of the essence, to terminate this Agreement, in which case the provisions of Section 4.1(d)(ii)(B) hereof shall apply as if this Agreement was terminated pursuant to the terms thereof. For the purposes of this Section, a “material part” of the Property shall mean: (i) a part of the Property which impairs ingress to or egress from the Property: or (ii) the cost to repair the Property as a result such taking or destruction is reasonably determined to be in excess of $500,000. If Purchaser does not elect to terminate this Agreement upon notice as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Purchaser (without recourse) at the Closing: (A) in the event of a condemnation, the rights of Seller given not later than fifteen to any condemnation awards; and (15B) days after receipt in the event of Seller's noticedestruction by fire or other casualty, the rights of Seller to the proceeds (less such amounts to which Seller is entitled by reason of repair and restoration done by, or the date of on behalf of, Seller prior to the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or), if such have not been awardedany, all of its right, title and interest therein) payable under Seller’s insurance policies covering the Property with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and destruction (y) the parties shall proceed to Closing pursuant but not with respect to the terms hereof without abatement amount of the Purchase Priceany deductibles), and Purchaser shall be entitled to receive and keep any such proceeds received from such insurance policies.