Damage or Taking Sample Clauses

Damage or Taking. If, prior to Closing, all or any portion of the Land or the Improvements are damaged by fire or other natural casualty (collectively “Casualty Damage”), or are taken or made subject to condemnation, eminent domain or other governmental acquisition proceedings (collectively “Eminent Domain”), then the following procedures shall apply. If the aggregate cost of repair or replacement of the Casualty Damage (collectively, “repair and/or replacement”) is $1,250,000.00 or less, in the opinion of Buyer’s and Seller’s respective engineering consultants, (i) Seller may elect to terminate this Agreement, or (ii) Buyer shall close and take the Property as diminished by such events, subject to an assignment of Seller’s casualty insurance proceeds (plus a credit for the amount of any unpaid deductible, together with the difference between the amount of the proceeds and the average estimate of the cost of repairs provided by Buyer’s and Seller’s respective consultants) or an assignment of any condemnation award, as applicable. If the aggregate cost of repair and/or replacement of the Casualty Damage is greater than $1,250,000.00, in the opinion of Buyer’s and Seller’s respective engineering consultants, or in the event of an Eminent Domain, then Buyer, at its sole option, may elect either to (i) terminate this Agreement by written notice to Seller in which event the provisions of 11.19 governing a permitted termination by Buyer of the entire Agreement shall apply; or (ii) proceed to close subject to an assignment of the proceeds of Seller’s casualty insurance for all Casualty Damage plus a credit for the amount of any unpaid deductible (or condemnation awards for any Eminent Domain). In such event, Seller shall fully cooperate with Buyer in the adjustment and settlement of the insurance claim. In the event of a dispute between Seller and Buyer with respect to the cost of repair and/or replacement with respect to the matters set forth in this Section 11.14, an engineer designated by Seller and an engineer designated by Buyer shall select an independent engineer licensed to practice in the jurisdiction where the Property is located who shall resolve such dispute. All fees, costs and expenses of such third engineer so selected shall be shared equally by Buyer and Seller.

Damage or Taking. Should a portion of the Premises, or of the Land of which they are a part, be damaged by fire or other casualty, or be taken by eminent domain, the LANDLORD shall forthwith proceed to repair and restore the Premises and the Land to the condition that existed prior to such casualty or taking as quickly as possible. In the event the cost to restore the Premises to the condition that existed prior to such casualty exceeds $100,000, the LANDLORD shall not be obligated to spend a sum for such work in excess of any insurance proceeds recovered provided LANDLORD has maintained the insurance required to be carried by it under this Lease. If (i) the LANDLORD is unable, despite the use of diligent good faith efforts, to accomplish the restoration in the event of a casualty within 90 days of such casualty and the cost to complete the restoration in estimated in good faith to cost in excess of $100,000, or (ii) the cost to complete the restoration in estimated in good faith to cost in excess of $100,000 and the insurance proceeds available to LANDLORD are not sufficient to cover the cost of such restoration (provided LANDLORD has maintained the insurance required to be carried by it under this Lease), LANDLORD may elect to terminate this lease provided LANDLORD delivers written notice to TENANT within 100 days of the casualty, and in such event all obligations shall cease. If (i) the LANDLORD fails to restore the Premises within 90 days of a casualty or taking to the condition required hereunder, or (ii) a taking of the Land reduces the amount of parking available to TENANT below the levels required in order the comply with applicable zoning requirements, TENANT may elect to terminate this lease provided TENANT delivers written notice to LANDLORD within 100 days of the casualty or taking, and in such event all obligations shall cease. In the event of any casualty or taking which renders all or a portion of the Premises untenantable or inaccessible, there shall be a pro rata abatement of all rent due hereunder from the date of such casualty or taking until the Premises and access thereto are restored to the condition which existed prior to the casualty or taking.

Damage or Taking. If, before the Closing Date, the Property is damaged by any casualty or condemnation or eminent domain proceedings are commenced against the Property, then Buyer shall have the right, at its election, by giving notice to Seller, either to terminate this Agreement or to purchase the Property in accordance with this Agreement. If Buyer elects to terminate this Agreement pursuant to this Section 8.3, then all rights and obligations of Seller and Buyer shall terminate unless otherwise provided herein and the Deposit shall be returned to Buyer. If Buyer elects to purchase the Property in accordance with this Agreement, then all insurance proceeds or condemnation or eminent domain awards payable by reason of such damage or condemnation shall be paid to Buyer. Seller shall immediately give notice to Buyer upon the occurrence of any damage to the Property or any condemnation or eminent domain proceedings affecting the Property.