Common use of Damage or Condemnation Clause in Contracts

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before Closing the Property or any portion thereof shall be damaged, or if the Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten (10) business days after Purchaser’s receipt of the Seller Notice, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned to Purchaser without any further instructions or direction from any party hereto. If no such election is made, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described herein, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policies.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If If, before Closing the Closing, the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser Company may elect in Purchaser’s sole discretion, to terminate this Agreement by giving delivering written notice of its such election to Seller within ten (10) business days Business Days after Purchaser’s receipt the Company receives written notice of the Seller Noticedamage or taking from Seller. If the Closing Date is within the aforesaid 10-Business Day period, in which event then the Escrow Deposit and Additional Escrow Deposit and any accrued interest Closing shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the end of said 10-Business Day period. If no such election is mademade by Company hereunder, this Agreement shall remain in full force and effect effect, and the purchase sale contemplated herein, less any interest taken by eminent domain or condemnation, herein shall be effected with no further adjustment, and upon except that Company shall be entitled to the Closing benefit of any proceeds or award collected (or to be paid) in connection therewith. For purposes of this Section 5.5, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed five percent (5%) of the transaction described hereinPurchase Price, Seller shall assign, transfer and set over to Purchaser all (ii) “material portion” means any portion of the right, title and interest Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of Seller in and to any awards that have been or that may thereafter be made the Real Property for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made the purpose for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policieswhich it is currently used.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the ClosingClose of Escrow, and risk of loss to the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If before Closing the Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give Buyer may elect not to acquire the Real Property by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten five (105) business days after Purchaser’s receipt Buyer learns of the Seller Noticedamage or taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 5-day period, then the Close of Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the end of said 5-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and effect, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser Buyer a credit at Closing the Close of Escrow for any deductible under such policies. For purposes of this Section 5.4, the phrase(s) (i) "Material damage" or "Materially damaged" means damage reasonably exceeding five percent of the Purchase Price of the Real Property or damage which entitles any tenant to terminate its Lease (unless such right is waived), and (ii) "material portion" means any portion of the Real Property that has a "fair market value" exceeding 5% of the Purchase Price of the Real Property.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) business 5 days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest E▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 5-day period, then Closing shall be extended to the next business day following the end of said 5-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policies. For the purposes of this paragraph, the phrases “Material damage” and “Materially damaged” means damage reasonably exceeding 10 percent of the Purchase Price to repair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before prior to the Closing, and risk of loss to the Property due to fire, flood flood, or any other cause before prior to the Closing, shall remain with Seller. If before Closing prior to the Property Closing, the Property, or any portion thereof shall be damagedthereof, or if the Property or any portion thereof shall be subjected becomes subject to a bona fide threat of condemnation or shall become becomes the subject of any proceedings, judicial, administrative or otherwise, with respect to the a taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon notify Purchaser, within a reasonable time after receipt of actual notice by Seller’s notice, but in any event prior to Closing. At its option, Purchaser may elect in Purchaser’s sole discretionthen elect, to terminate within five (5) days after receipt of this Agreement by giving written notice of its election at any time prior to Seller within ten (10) business days after Purchaser’s receipt of the Seller NoticeClosing, in either of which event events this Agreement shall terminate and the Escrow Deposit and Additional Escrow Deposit and any accrued interest ▇▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretothe Purchaser. If the Closing Date is within the aforesaid five (5) day period, then the Closing Date shall be extended to the next business day following the end of said five (5) day period. If no such election is made, and in any event, if the damage is not material, then this Agreement shall remain in full force and effect and the purchase Purchaser contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinClosing, Seller shall assign, transfer and set over to Purchaser all of the right, title and any interest of Seller in and to any awards that have been or that may thereafter be made for such taking, shall be assigned to Purchaser and Seller shall assign, transfer and or set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving the Purchaser a credit at Closing for any deductible under such policies. For the purposes of this Section, the phrases “Material Damage” and “Materially Damages” means damage reasonably exceeding ten percent (10%) of the Purchase Price to repair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before Closing prior to the Close of Escrow, the Real Property or any portion thereof shall be damagedMaterially Damaged (defined below), or if any Material Portion (defined below) of the Real Property or any portion thereof shall be subjected to a bona fide written threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnationcondemnation by a governmental authority (a “Material Taking”), then Seller shall give promptly notify Buyer in writing that such Material Damage or Material Taking has occurred after Seller obtains actual knowledge of such occurrence, and Buyer may elect not to acquire the Real Property by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten five (105) business days after Purchaser’s receipt Buyer learns of the Seller NoticeMaterial Damage or Material Taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property and this Agreement shall terminate. If the Closing Date is within the aforesaid 5‑day period, then Buyer shall have the right to elect in writing to extend the Close of Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned to Purchaser without any further instructions no later than the next business day following the end of said 5‑day period so that Buyer may receive the benefit of such 5-day period (or direction from any party heretoso much so as Buyer may elect). If no such election is made, and in any event if the damage does not constitute Material Damage, or an eminent domain or condemnation proceeding or bona fide written threat does not affect a Material Portion of the Real Property, then this Agreement shall remain in full force and effect effect, and the purchase contemplated herein, herein (less any interest taken by eminent domain or condemnation, ) shall be effected with no further adjustmentconsummated pursuant to the terms of this Agreement (after deducting all reasonable costs incurred by Seller in defending such eminent domain or condemnation proceeding prior to the Close of Escrow); provided, however, that Buyer shall be entitled to receive any condemnation award or payment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser Buyer a credit at Closing the Close of Escrow for any deductible under such policies.. For purposes of this Section 5.4, the phrase(s) (i) “Material Damage” or “Materially Damaged” means damage reasonably exceeding ten percent (10%) of the Purchase Price as

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before Closing prior to the Close of Escrow, any Real Property or any portion thereof shall be damagedMaterially Damaged (defined below), or if the any Material Portion (defined below) of any Real Property or any portion thereof shall be subjected to a bona fide written threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnationcondemnation by a governmental authority (a “Material Taking”), then Seller shall give promptly notify Buyer in writing that such Material Damage or Material Taking has occurred after Seller obtains actual knowledge of such occurrence, and Buyer may elect not to acquire the Real Property affected by such Material Damage or Material Taking, as applicable, by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten five (105) business days after Purchaser’s receipt Buyer learns of the Seller NoticeMaterial Damage or Material Taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, such Real Property and this Agreement shall no longer apply to such Real Property and the Escrow Deposit and Additional Escrow Deposit and any accrued interest Purchase Price shall be returned reduced by the dollar amount allocated to Purchaser without such Real Property in Section 3.1 of this Agreement, and all references hereafter made to a Real Property or Real Properties shall specifically exclude any further instructions reference to the Real Property that the Buyer has elected not to acquire under the provisions of this Section 5.4, except that all of Buyer’s indemnity obligations under this Agreement shall continue to apply to such Real Property. If the Closing Date is within the aforesaid 5‑day period, then Buyer shall have the right to elect in writing to extend the Close of Escrow to no later than the next business day following the end of said 5‑day period so that Buyer may receive the benefit of such 5-day period (or direction from any party heretoso much so as Buyer may elect). If no such election is made, and in any event if the damage does not constitute Material Damage, or an eminent domain or condemnation proceeding or bona fide written threat does not affect a Material Portion of the applicable Real Property, then this Agreement shall remain in full force and effect effect, and the purchase contemplated herein, herein (less any interest taken by eminent domain or condemnation, ) shall be effected with no further adjustmentconsummated pursuant to the terms of this Agreement (after deducting all reasonable costs incurred by Seller in defending such eminent domain or condemnation proceeding prior to the Close of Escrow); provided, however, that Buyer shall be entitled to receive any condemnation award or payment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser Buyer a credit at Closing the Close of Escrow for any deductible under such policies. For purposes of this Section 5.4, the phrase(s) (i) “Material Damage” or “Materially Damaged” means damage exceeding ten percent (10%) of the Purchase Price allocated to the applicable Real Property as reasonably determined by Seller, and (ii) “Material Portion” means any portion of a Real Property that has a “fair market value” exceeding ten percent (10%) of the Purchase Price allocated to the applicable Real Property as reasonably determined by Seller.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the ClosingClose of Escrow, and risk of loss to the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If before Closing the Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give Buyer may elect not to acquire the Real Property by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten five (105) business days after Purchaser’s receipt Buyer learns of the Seller Noticedamage or taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 5 business day period, then the Close of Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the end of said 5 business day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and effect, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser Buyer a credit at Closing the Close of Escrow for any deductible under such policies.. For purposes of this Section 5.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably exceeding five percent (5%) of the Purchase Price of the Real Property and any of the following Tenants is entitled to terminate its Lease as a result of such “Material damage” or “Materially damaged”: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Services Group, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Medicine International, L.L.C., and (ii) “material portion” means any portion of the Real Property that has a “fair market value” exceeding five percent (5%) of the Purchase Price of the Real Property and any of the following Tenants is entitled to terminate its Lease as a result of such “material portion” or “Materially damaged”: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Services Group, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Medicine International, L.L.C.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) business 10 days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest E▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 10-day period, then Closing shall be extended to the next business day following the end of said 10-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for destruction, and Seller shall pay to purchaser the amount of any deductible under such policiesdeductible. For the purposes of this paragraph, the phrases “material damage” and “materially damaged” means damage, the cost to repair reasonably exceeding 5% of the Purchase Price.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the ClosingClose of Escrow, and risk of loss to the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If before Closing the Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give Buyer may elect not to acquire the Real Property by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten fifteen (1015) business days after Purchaser’s receipt Buyer learns of the Seller Noticedamage or taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the aforesaid 15-day period, then the Close of Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the end of said 15-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and effect, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser Buyer a credit at Closing the Close of Escrow for any deductible under such policies. For purposes of this Section 5.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage (A) reasonably exceeding five percent of the Purchase Price of the Real Property, or (B) triggers an express termination right of any Major Tenants, and (ii) “material portion” means any portion of the Real Property that (A) has a “fair market value” exceeding five percent (5%) of the Purchase Price of the Real Property, (B) causes a permanent and material impairment to vehicular access or pedestrian access to the Property, or (C) would materially prevent Buyer from conducting operations at the Property substantially in the same manner as Seller has operated the Property.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be damaged, and such damage exceeds $100,000, or if the Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s noticePurchaser, Purchaser may elect in as Purchaser’s sole discretionand exclusive remedy, to may terminate this Agreement by giving written notice of its election to Seller given within ten five (105) business days after Purchaser’s receipt Purchaser receives written notice from Seller of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest E▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid five (5) business day period, then Closing shall be extended to the next business day following the end of said five (5) business day period. If no such election is made, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds not applied to the repair of the Property prior to Closing that may thereafter be made for such damage or destruction giving destruction. Further, if Purchaser a credit at Closing for elects to acquire the Property, the Purchase Price shall be reduced by the amount of Seller's insurance deductible. The provisions of this Paragraph 4.4 supersede the provisions of any deductible under such policiesapplicable laws with respect to the subject matter of this Paragraph 4.4.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) business 5 days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest ▇▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 5-day period, then Closing shall be extended to the next business day following the end of said 5-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible or self-insured or uninsured amount under such policies. For the purposes of this paragraph, the phrases “Material damage” and “Materially damaged” means (i) damage reasonably exceeding $250,000 to repair, (ii) damage resulting in material access to the Property, or a material portion of the parking, being permanently destroyed, (iii) damage that is self-insured or uninsured (unless Seller elects to give Purchaser a full credit for any such amount), or (iv) damage that would give rise to the right of any tenant to terminate its Lease, which right such tenant has not irrevocably waived in writing.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the ClosingClose of Escrow, and risk of loss to the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. , If before Closing the Property Close of Escrow the Real property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give Purchaser may elect not to acquire the Real Property by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten (10) business five days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event Purchaser shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Real Property. If the Closing Date is within the said five-day period, the Close of Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the expiration of said five-day period. If no such election is mademade or if the damage is not material, this Agreement shall remain in full force and effect and effect, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made paid for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made paid for such damage or destruction giving Purchaser a credit at Closing the Close of Escrow for any deductible under such policies. For purposes of this section 5.4, (i) “Material damage” or “Materially damaged” means damage exceeding $250,000.00, (ii) “material portion” means any portion of the Real Property that has a fair market value exceeding $250,000.00. The provisions of this section 5.4 hereof shall govern their obligations in the event of damage or destruction to the Real Property or condemnation of all or part of the Real Property.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before prior to the Closing, and risk of loss to the Property due to fire, flood or any other cause before prior to the Closing, shall remain with Sellerthe Company. If before prior to the Closing the Property or any portion thereof shall be damaged, or if any portion of the Property or any portion thereof shall be subjected subject to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller the Company shall give written notice of such damage or taking to immediately notify Purchaser (the “Seller Notice”). Upon thereof after receipt of Seller’s noticeactual notice thereof by the Company, but in any event prior to Closing. If the Property is materially damaged or a material portion of the Property is subject to eminent domain or condemnation, Purchaser may elect in Purchaser’s sole discretionwithin ten (10) days after receipt of such notice, to terminate this Agreement by giving written notice of its election to Seller within ten (10the “Election Period”) business days after Purchaser’s receipt and receive an immediate refund of the Seller Notice▇▇▇▇▇▇▇ Money or to proceed to Closing. If the Closing Date is within the Election Period, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest then Closing shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the end of the Election Period. If no such election Purchaser does not elect to terminate this Agreement, and in any event if the damage or taking is madenot material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustmenteffect and Purchaser shall accept an assignment from the Company of either the insurance or condemnation proceeds and receive a credit against the Purchase Price in an amount equal to the deductible of the Company’s insurance policy. For the purposes of this section, “material damage” means damage costing an amount equal to or exceed $50,000.00 to repair, and upon the Closing “material portion” as to a taking or condemnation means any portion of the transaction described hereinImprovements, Seller shall assign, transfer and set over to Purchaser all or any portion of the rightparking areas, title and interest entry ways or access points to the Property or any taking resulting in a loss of Seller in and access to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policiesutility servicing the Property.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If following the Date of this Agreement and before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) business 5 days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest ▇▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 5-day period, then Closing shall be extended to the next Business Day following the end of said 5-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policiesdestruction. For the purposes of this paragraph, the phrases "material damage" and "materially damaged" means damage reasonably expected to exceed ten percent (10%) of the Purchase Price to repair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) 5 business days after Purchaser’s receipt Seller notifies Purchaser in writing of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest ▇▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 5-day period, then Closing shall be extended to the next business day following the end of said 5-day period. If no such election is made, and in any event if the damage (or, in the case of a taking, the affected portion of the Property) is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds not applied to the repair of the Property prior to Closing that may thereafter be made for such damage or destruction, and, if an insured casualty, Seller shall pay or credit to Purchaser the amount of any deductible (but not to exceed the amount of the loss); if any such damage or destruction giving Purchaser is an uninsured casualty, Purchaser, at Seller’s election, shall be entitled to (a) terminate this Agreement, or (b) a credit at Closing towards the Purchase Price equal to the amount of such uninsured casualty. For the purposes of this paragraph, the phrases “material damage” and “materially damaged” means damage reasonably exceeding 10% of the Purchase Price for the Property to repair, and a “material portion” means a portion exceeding 10% of the Real Property. The provisions of this Paragraph 4.4 supersede the provisions of any deductible under such policiesapplicable laws with respect to the subject matter of this Paragraph 4.4.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before prior to the Closing, and risk of loss to the Property due to fire, flood flood, or any other cause before prior to the Closing, shall remain with Seller. If before Closing prior to the Property Closing, the Property, or any portion thereof shall be damagedthereof, or if the Property or any portion thereof shall be subjected becomes subject to a bona fide threat of condemnation or shall become becomes the subject of any proceedings, judicial, administrative or otherwise, with respect to the a taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon notify Purchaser, within a reasonable time after receipt of actual notice by Seller’s notice, but in any event prior to Closing. At its option, Purchaser may elect in Purchaser’s sole discretionthen elect, to terminate within five (5) days after receipt of this Agreement by giving written notice of its election at any time prior to Seller within ten (10) business days after Purchaser’s receipt of the Seller NoticeClosing, in either of which event events this Agreement shall terminate and the Escrow Deposit and Additional Escrow Deposit and any accrued interest E▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretothe Purchaser. If the Closing Date is within the aforesaid five (5) day period, then the Closing Date shall be extended to the next business day following the end of said five (5) day period. If no such election is made, and in any event, if the damage is not material, then this Agreement shall remain in full force and effect and the purchase Purchaser contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinClosing, Seller shall assign, transfer and set over to Purchaser all of the right, title and any interest of Seller in and to any awards that have been or that may thereafter be made for such taking, shall be assigned to Purchaser and Seller shall assign, transfer and or set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving the Purchaser a credit at Closing for any deductible under such policies. For the purposes of this Section, the phrases “Material Damage” and “Materially Damages” means damage reasonably exceeding ten percent (10%) of the Purchase Price to repair.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) 5 business days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest ▇▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 5-day period, then Closing shall be extended to the next business day following the end of said 5-day period. If no such election is made, and in any event if the damage (or, in the case of a taking, the affected portion of the Property) is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds not applied to the repair of the Property prior to Closing that may thereafter be made for such damage or destruction giving destruction, and, if an insured casualty, Seller shall pay or credit to Purchaser a credit at Closing for the amount of any deductible under such policies(but not to exceed the amount of the loss). For the purposes of this paragraph, the phrases “material damage” and “materially damaged” means damage reasonably exceeding $1,000,000 to repair, and a “material portion” means a portion of the Property exceeding ten percent (10%) of the Purchase Price for the Property in value. The provisions of this Paragraph 4.4 supersede the provisions of any applicable laws with respect to the subject matter of this Paragraph 4.4.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the ClosingClose of Escrow, and risk of loss to the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If before Closing the Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give Buyer may elect not to acquire the Real Property by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten five (105) business days after Purchaser’s receipt Buyer learns of the Seller Noticedamage or taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Escrow Real Property and the Deposit and Additional Escrow Deposit and any accrued interest (including the Performance Deposit) shall be returned to Purchaser without any further instructions or direction from any party heretoBuyer. If the Closing Date is within the aforesaid 5-day period, then the Close of Escrow shall be extended to the next business day following the end of said 5-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and effect, the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing Close of the transaction described hereinEscrow, Seller shall assign, transfer and set over to Purchaser Buyer all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser Buyer any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser Buyer a credit at Closing the Close of Escrow for any deductible under such policies.. For

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against the Real Property before the ClosingClose of Escrow, and risk of loss to the Real Property due to fire, flood or any other cause before the ClosingClose of Escrow, shall remain with Seller. If before Closing the Close of Escrow the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give Buyer may elect not to acquire the Interests by delivering written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten fifteen (1015) business days after Purchaser’s receipt Buyer learns of the Seller Noticedamage or taking, in which event Buyer shall no longer be obligated to purchase, and Seller shall no longer be obligated to sell, the Interests. If the Closing Date is within the aforesaid 15-day period, then the Close of Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next business day following the end of said 15-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect effect, and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment. For purposes of this Section 5.4, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably exceeding five percent (5%) of the Purchase Price of the Interests, and upon the Closing (ii) “material portion” means any portion of the transaction described herein, Seller shall assign, transfer and set over to Purchaser all Real Property that has a “fair market value” exceeding five percent (5%) of the right, title and interest Purchase Price of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policiesthe Interests.

Damage or Condemnation. Risk of any loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of material loss to the Property due to fire, flood or any other cause before the Closing, shall remain with SellerCity. If before Closing the Closing, the Property or any portion thereof shall be damagedmaterially damaged or destroyed, or if the Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative administrative, or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller City given within ten (10) business days Business Days after Purchaser’s receipt of written notice of the Seller Noticedamage or taking, in which event and, subject to the Escrow Deposit provisions of Section 14.5 of this Agreement, all further rights and Additional Escrow Deposit obligations of the parties under this Agreement shall terminate and any accrued interest the Purchaser shall promptly receive a refund of the ▇▇▇▇▇▇▇ Money. If the Closing Date is within the aforesaid ten (10) Business Day period, then Closing shall be returned extended to Purchaser without any further instructions or direction from any party heretothe next Business Day following the end of said ten (10) Business Day period. If no such election is mademade by Purchaser, or in the event of a casualty that is not material in nature, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinClosing, Seller City shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller City in and to any awards that have been or that may thereafter be made for such taking, and Seller City shall assign, transfer and set over to Purchaser any insurance proceeds that may have been or thereafter may be made for such damage or destruction except for City’s out of pocket cost for pursuing the insurance claim, if any, giving Purchaser a credit at Closing for any deductible under such policies, and City shall provide its insurance company with written notice that City has assigned such proceeds to Purchaser pursuant to this Section 7.3 and cause said insurance company to acknowledge such assignment. For the purposes of this Section, the phrases “material damage” and “materially damaged” mean damage or impacts either (a) exceeding $250,000.00 as reasonably determined by City and Purchaser acting in good faith or (b) which causes access to or egress from the Property or parking at the Property to be materially impaired.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property or any portion thereof shall be materially damaged, or if the Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller given within ten (10) business 5 days after Purchaser’s receipt Purchaser learns of the Seller Noticedamage or taking, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest ▇▇▇▇▇▇▇ Money shall be returned to Purchaser without any further instructions or direction from any party heretoPurchaser. If the Closing Date is within the aforesaid 5-day period, then Closing shall be extended to the next business day following the end of said 5-day period. If no such election is made, and in any event if the damage is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described hereinthis purchase, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policies. For the purposes of this paragraph, the phrases "Material damage" and "Materially damaged" means damage reasonably exceeding 10 percent of the Purchase Price to repair.