Common use of Material Condemnation Clause in Contracts

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty percent (20%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached hereto, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Party, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (B) proceed to Closing, without terminating such Individual Purchase and Sale Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement pursuant to clause (A) above. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty percent (20%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached hereto, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation Closing, all or any material portion (eachas defined in Section 18(d)), of the Property is subject to a “Material Condemnation”taking” (as defined below), then Purchaser shall have the right to electright, exercisable by providing giving written notice to Seller, Seller within ten five (105) days Business Days after Purchaser’s receipt of Seller’s receiving written notice of such taking (but in any event prior to the Material CondemnationClosing), either (i) to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Party, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall assign each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to Purchaser accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnationrights to any condemnation award payable by reason of such taking. If Purchaser fails Purchase’s failure within such 5-Business Day period to provide deliver a written notice of its election electing to Seller within such time period, then Purchaser proceed under either clause (i) or (ii) above shall be deemed to have elected be Purchaser’s election to terminate such Individual Purchase and Sale Agreement pursuant to proceed under clause (Ai) above. If the Closing is scheduled Purchaser elects to occur within proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s ten prior written consent (10not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) day election periodBusiness Days prior to the Outside Closing Date, the Outside Closing Date shall be postponed until extended for the date which is number of days necessary for Purchaser to have five (5) Business Days after the expiration receipt of notice of such ten taking to elect to proceed under either clause (10i) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1or (ii) above.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty percent (20%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached heretoPrice), (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular PropertyImprovements, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted at the Property prior to the such Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten fifteen (1015) days Business Days after Purchaser’s receipt of Seller’s written notice of the Material such Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which case, case the Parties shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnationsuch Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaser. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale this Agreement pursuant to clause (A) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten fifteen (1015) day Business Day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the expiration Purchaser’s delivery of such ten (10) day its election period. Purchaser shall have the right notice to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1Seller.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) would result in the permanent loss of value equal to more than twenty five percent (205%) of the Purchase Price allocation for Land or Improvements (computed on a Property, as set forth on Schedule 3.3.5 attached hereto, square foot basis) or (ii) would result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or (iii) have a permanent materially adverse effect on results in the Business as conducted at termination of the Property prior to the Condemnation Management Agreement (each, a “Material Condemnation”), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which case, case Escrow Agent shall refund the Parties ▇▇▇▇▇▇▇ Money to Purchaser upon Purchaser’s satisfaction of its obligations under Section 7.1(b) and Seller and Purchaser shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within ten (10) Business Days after Seller’s delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under Section 13.2(a) within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (AB) aboveof Section 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty three percent (203%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached heretofair market value of the Land or Improvements, (ii) result in the reduction of the total area of the Land or any Improvements located thereon by five percent (5%) or more (exclusive of any access roads, parking areas, or streets), (iii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular PropertyImprovements, or (iiiiv) have a permanent materially adverse effect on the Business as conducted at Purchaser’s intended use of the Property prior to the Condemnation for any purpose permitted by applicable law and/or regulations (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of the such Material Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the such Material Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (AB) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal (A) any guest rooms or (B) pedestrian or vehicular access to more than twenty percent (20%) of the Purchase Price allocation for a PropertyHotel from the existing street currently providing such access, as set forth on Schedule 3.3.5 attached hereto, or (ii) result in cause the Hotel to materially violate any permanent material reduction Applicable Law including, without limitation, ingress/egress to or restriction in access to from the Land or Improvements Hotel, zoning or parking for any particular Property, or laws and requirements (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of the such Material Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase the ▇▇▇▇▇▇▇ Money, less the Independent Consideration, shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement except those which expressly survive such Individual Purchase and Sale Agreement, except as otherwise expressly provided thereintermination; or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the such Material CondemnationCondemnation and/or deliver any theretofore received. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale this Agreement pursuant to clause (A) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty three percent (203%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached heretofair market value of the Land or Improvements, (ii) result in the reduction of the total area of the Land or any Improvements located thereon by five percent (5%) or more (exclusive of any access roads, parking areas, or streets), (iii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular PropertyImprovements, or (iiiiv) have a permanent materially adverse effect on the Business as conducted at Purchaser’s intended use of the Property prior to the Condemnation for a school and other commercial purposes (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten (10) days after Purchaser’s receipt of Seller’s written notice of the such Material Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the such Material Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (AB) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a “Condemnation”), Owner shall give written notice of such Condemnation to Lender and Buyer promptly upon Owner’s receipt of notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty percent (20%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached hereto, (ii) result in any permanent material reduction or restriction in access to the Hotel Land, the Golf Course Land or Improvements or parking for any particular Propertythe Improvements, or (iiiii) have a permanent materially adverse effect on the Business as conducted at operation of the Property prior to Hotel or the Condemnation Golf Course (each, a “Material Condemnation”), then Purchaser Buyer shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase MFG shall pay to Buyer the balance of the Deposit held by MFG and, in the event of a termination of this Agreement occurring after the Additional Deposit Funding Date, HMF shall also release to MFG the original stamped Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt so as to allow MFG to invoke the Unwind Procedure and upon recovery of the Stamp Duty and Tax Refund, the Parties Stamp Duty and Tax Refund shall be paid to Buyer less the Lender’s Deposit Refund Amount, if any, which MFG shall pay to Lender, and Lender, Owner and Buyer shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller Lender and Owner shall assign to Purchaser Buyer all of SellerLender’s and Owner’s respective right, title and interest in all proceeds and awards from the Material such Condemnation. Buyer shall make an election under this Section 11.1 by giving written notice to Lender and Owner within twenty (20) days after Owner’s delivery to Buyer of written notice of such Condemnation. If Purchaser Buyer fails to provide written notice of its make an election to Seller under this Section 11.1 within such time period, then Purchaser Buyer shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (AB) aboveof this Section 11.1. If the Closing Date is scheduled to occur within PurchaserBuyer’s ten twenty (1020) day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten twenty (1020) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If If, after the Condemnation would expiration, or Buyer’s earlier waiver, of the Inspection Period and prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to a Material Portion (defined below) of the Property, Seller shall promptly provide notice to Buyer and if the same is not dismissed prior to the Closing Date, Buyer shall be entitled, as its sole remedy, to terminate this Agreement upon written notice to Seller: (i) result in within thirty (30) days following notice by Seller to Buyer of such condemnation or the permanent loss of value equal to more than twenty percent (20%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached hereto, threatened condemnation; or (ii) result in any permanent material reduction or restriction in access on the Closing Date, whichever occurs last. If Buyer does not terminate this Agreement pursuant to the Land or Improvements or parking for preceding sentence, Buyer shall be conclusively deemed to have elected to accept such condemnation and waives any particular Property, or (iii) have right to terminate this Agreement as a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (eachresult thereof. For purposes of this Section 7.1, a “Material Condemnation”Portion” shall mean such portion of the Property which (x) has a value (based on the aggregate of the cost of restoration and the diminution in the value of the Property after restoration) in excess of Fifty Thousand and 00/100 Dollars ($50,000.00), then Purchaser shall have the right to elect, by providing written notice to Seller, within ten or (10y) days after Purchaser’s receipt regardless of Seller’s written notice of the Material Condemnation, to value (A) in any manner affects access, ingress or egress to or from the Property or reduces the number of parking spaces, or (B) permits a Tenant to terminate the Individual Purchase its Lease and Sale such Tenant exercises such termination right. If Buyer elects to terminate this Agreement by providing written notice to each other Party, in which caseunder this Section 7.1, the Parties entire Deposit shall be returned to Buyer and neither party to this Agreement shall thereafter have no any further rights or obligations under such Individual Purchase and Sale Agreementhereunder, except the Surviving Obligations. If Buyer waives (or is deemed to have waived) the right to terminate this Agreement as otherwise expressly provided therein; or (B) a result of such a condemnation, despite such condemnation, Seller and Buyer shall proceed to ClosingClosing in accordance with the terms of this Agreement with no reduction in the Purchase Price, without terminating such Individual Purchase and Sale Agreement, in which case Seller shall shall: (y) assign to Purchaser Buyer at Closing all of Seller’s 's right, title and interest in and to all proceeds resulting or to result from said condemnation; and awards (z) only to the extent of any proceeds received by Seller from such condemnation, credit (against the Material Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement pursuant to clause (APrice) above. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1proceeds at Closing.

Material Condemnation. If As used in this Agreement, “Material Condemnation” shall mean and refer the Condemnation would Real Property being subject to a taking by a public or governmental authority having the power of eminent domain where (i) result in the permanent loss of estimated value equal to more than twenty percent (20%) of the Purchase Price allocation for a Propertyportion of the Real Property subject thereto $2,500,000.00 or more, as set forth on Schedule 3.3.5 attached hereto, or (ii) result such condemnation results in any permanent material reduction or restriction in access tenant (other than Seller) having the right to the Land or Improvements or parking for any particular Property, or (iii) have a permanent materially adverse effect on the Business as conducted terminate their lease at the Property provided that Buyer provides a copy of the applicable condemnation provision to Seller within five (5) days of lease execution; provided, further, Buyer shall use commercially reasonable efforts to have any termination rights under such lease match the threshold set forth in subsection (i) above. If a Material Condemnation occurs after the Effective Date and prior to the Condemnation (each, a “Material Condemnation”)Closing Date, then Purchaser Buyer shall have the right to elect, terminate this Agreement by providing written notice to Seller, Seller and Escrow Holder delivered within ten five (105) business days after Purchaser’s of its receipt of Seller’s written notice of thereof, in which case neither party shall have any further obligation or liability to the other hereunder (other than those which expressly survive termination) and Escrow Holder shall promptly return the ▇▇▇▇▇▇▇ Money Deposit to Buyer. If this Agreement is not terminated by Buyer as provided above or if any condemnation occurs after the Effective Date and the same does not constitute a Material Condemnation, then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms set forth herein. Any awards or proceeds from the condemning authority with respect to any such condemnation (Athe “Condemnation Proceeds”) shall be allocated between Buyer and Seller as follows (unless Buyer elects to terminate the Individual Purchase and Sale this Agreement by providing written notice to each other Party, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (B) proceed to Closing, without terminating such Individual Purchase and Sale Agreementa result of a Material Condemnation, in which case Seller shall assign to Purchaser retain all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement pursuant to clause Condemnation Proceeds): (A) above. If Seller shall be entitled to be reimbursed from the Condemnation Proceeds for (1) all costs, expenses and fees, including reasonable attorneys’ fees, expenses and disbursements, incurred by Seller in connection with negotiating the settlement of such award or proceeds, (2) proceeds of any rental loss, business interruption or similar insurance, or other compensation or loss of use, that are allocable to the period prior to the Closing is scheduled Date, and (3) the reasonable and actual costs incurred by Seller (if any) in physically stabilizing the Property following such condemnation (provided that Seller shall not have any obligation under this Agreement to occur within Purchaser’s ten do so); and (10B) day election period, the Closing Buyer shall be postponed until entitled to the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund balance of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1Condemnation Proceeds.

Material Condemnation. If any Hotel is subject to a Condemnation before the Closing (the “Condemned Hotel”) and the Condemnation would (ia) result in the permanent loss of value equal to more than twenty ten percent (2010%) of the Purchase Price allocation fair market value of the Land or Improvements for a Property, as set forth on Schedule 3.3.5 attached heretothe Condemned Hotel, (iib) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Propertythe Condemned Hotel, or (iiic) have a permanent materially adverse effect on the Business of the Condemned Hotel as conducted at the Property prior to the such Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten (10) 10 days after Purchaser’s receipt of Seller’s written notice of the such Material Condemnation, to (Ai) terminate this Agreement as to all the Individual Purchase Hotels and Sale Agreement by providing written notice to each other Party, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those that expressly provided therein; survive termination, or (Bii) proceed to Closing, without terminating such Individual Purchase and Sale AgreementClosing as to all Hotels (including the Condemned Hotel), in which case Seller Sellers shall assign to Purchaser all of Seller’s right, title and interest Sellers’ rights in all proceeds and awards from the such Material Condemnation. If Purchaser fails to does not provide written notice of its election to Seller Sellers within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (Aii) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which that is five (5) Business Days after the earlier of (A) Purchaser’s delivery of its election notice to Seller to proceed to Closing or (B) if Purchaser does not provide an election notice, the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty five percent (205%) of the Purchase Price allocation for Land or Improvements (computed on a Property, as set forth on Schedule 3.3.5 attached hereto, square foot basis) or (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase Escrow Agent shall refund the Earnest ▇▇▇▇▇ ▇o Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(d), the Parties 4.1(e) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to the Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within ten (10) Business Days after Seller’s delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under this Section 13.2(a) within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to the Closing pursuant to clause (AB) aboveof this Section 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a "Condemnation"), Seller shall give written notice of such Condemnation to Purchaser promptly after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty five percent (205%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached heretoLand or Improvements, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular PropertyImprovements, or (iii) have a permanent materially adverse effect on the Business operation of the Hotel as conducted at the Property operated prior to the such Condemnation (each, a “"Material Condemnation”"), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase Escrow Agent shall refund the entire Deposit to Purchaser, the Parties and Seller and Purchaser shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s 's right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within ten (10) days after Seller's delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under Section 13.2(a) within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale this Agreement pursuant to clause (AB) aboveof Section 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s 's ten (10) day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If before the Condemnation would Closing all or any material portion of any Property (as defined in Section 17.4) is subject to a “taking” (hereinafter defined), Buyer shall have the right, exercisable by giving written notice to Seller within fifteen Business Days after receiving written notice from Seller of such taking, either (i) result to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), Buyer and Seller shall each be responsible for one-half of any escrow and title cancellation fees, the Deposit shall be returned to Buyer in accordance with Section 2.1.4, and any other funds and documents in the permanent loss of value equal Escrow shall be returned to more than twenty percent (20%) of the Purchase Price allocation for a Propertyparty depositing the same, as set forth on Schedule 3.3.5 attached hereto, or (ii) result in any permanent material reduction or restriction in access to accept the Land or Improvements or parking for any particular Property notwithstanding the taking of such portion of the Property, or (iii) have a permanent materially adverse effect on the Business as conducted at i.e., with the Property prior in its then-current condition, without a reduction in the Purchase Price, and to proceed with the Condemnation (eachClosing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking; in which event Seller shall, a “Material Condemnation”)and shall cause Owner to, then Purchaser cooperate with Buyer to have the award paid to Owner and Buyer shall have the right to electparticipate in any award discussions, negotiations and litigation. In such event, Seller shall provide to Buyer (a) continued access the Property in accordance with the Access Agreement, and (b) copies of all notices, filings and other information received by providing Owner with respect to such taking, in order to facilitate Buyer’s assessment of its ability to recover losses relating to such taking. Buyer’s failure within such fifteen Business Day period to deliver a written notice electing to Seller, within ten proceed under either clause (10i) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Party, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (Bii) proceed to Closing, without terminating such Individual Purchase and Sale Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser above shall be deemed to have elected be Buyer’s election to terminate such Individual Purchase and Sale Agreement pursuant to proceed under clause (Aii) above. If Buyer elects, or is deemed to elect, to proceed under clause (ii) above, Seller shall not, and shall not permit Owner to, compromise, settle or adjust any claims to such award without such Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole and absolute discretion. As used in this Section, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. If notice of the material taking is received within fifteen Business Days prior to the Outside Closing is scheduled to occur within Purchaser’s ten (10) day election periodDate, the Outside Closing Date shall be postponed until extended for the date which is five (5) number of days necessary for Buyer to have fifteen Business Days after the expiration receipt of notice of such ten taking to elect to proceed under either clause (10i) day election periodor (ii) above. Purchaser shall have the right to a refund The provisions of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1shall survive the Closing.

Material Condemnation. If during the Condemnation would term of this Lease (i) result the entire Leased Property shall be taken by or on account of any actual or threatened condemnation or other eminent domain proceeding pursuant to any law, general or special or (ii) if 30% of the improvements or 30% of the land parcel is taken and Lessee provides Notice to Lessor that the taking of said portion renders the remaining Leased Property uneconomic for the continued use or occupancy for the Permitted Use, in the permanent loss good faith judgment of value Lessee (the same being a "Material Condemnation"), then Lessor may elect to make a Put Option requiring the Lessee to purchase the Leased Property at a price equal the Lease Balance. The procedure and documentation for such purchase shall be in accordance with the procedures and documentation set forth in Article XIX. Lessee shall deliver to more than twenty percent Lessor Lessee's Notice of Material Condemnation within thirty (20%30) days following the occurrence of the Date of Taking. The Notice shall be accompanied by a Lessee's Certificate stating that the conditions set forth in either clause (i) or (ii) of this Section 11.2 have been fulfilled. If the Purchase Price allocation for conditions set forth in clause (i) or (ii) of this Section 11.2 are fulfilled except that Lessee shall have failed to deliver a Notice as required above, Lessee conclusively shall be presumed to have made a Call Option to re-acquire the Leased Property upon the date set forth in Article XIX; but nothing in this sentence shall relieve Lessee of its obligation actually to deliver such Notice of Material Condemnation. In the event Lessee fails to: (A) close on the re-acquisition of the Leased Property after a Lessor Put Option or a presumed Call Option under this Section 11.2, or (B) timely restore, repair and rebuild the Leased Property, using the Net Award (as set forth on Schedule 3.3.5 attached heretodefined in Section 11.4) and by funding any deficit amounts not covered by the Net Award (the "Deficiency Amounts"), then Lessor shall be entitled to treat such failure as an Event of Default under Section 12.1(d) for which Lessor may exercise its right to terminate this Lease as to the individual Leased Property affected by the Condemnation (a "Condemned Property"). In the event Lessor elects to terminate this Lease as to the Condemned Property as a result of Lessee's failure to perform the requirements of (A) or (B) above, then: (i) Lessee shall vacate and surrender the Condemned Property and perform all other obligations required of Lessee under Section 5.3, (ii) result in any permanent material reduction or restriction in access Lessee shall transfer to the Land or Improvements or parking for any particular Property, or (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnation, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Party, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (B) proceed to Closing, without terminating such Individual Purchase and Sale Agreement, in which case Seller shall assign to Purchaser Lessor all of Seller’s right, title and interest to the Gross Award, (iii) Lessee shall execute and deliver to Lessor, in recordable form, any and all proceeds documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and awards from all interest in the Material Condemnation. If Purchaser fails Condemned Property and to provide written notice evidence termination of its election this Lease as to Seller within such time periodthe Condemned Property, then Purchaser and (iv) the Lease Balance shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement pursuant to clause (A) above. If the Closing is scheduled to occur within Purchaser’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund reduced by that portion of the amount of the Deposit Lease Basis allocated to the Condemned Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive less the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1Deficiency Amount.

Material Condemnation. In the event of any actual condemnation or taking, or the delivery of any written notice of any threatened condemnation or taking pursuant to the power of eminent domain, affecting all or any portion of the Land (a "Condemnation"), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in a loss in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) in the permanent loss value of value equal to more than twenty percent (20%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached hereto, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or the inability to develop the Land as contemplated under the Development Guidelines (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (eachin either case, a “"Material Condemnation”"), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase Seller shall direct Escrow Agent promptly upon such termination to refund the ▇▇▇▇▇▇▇ Money to Purchaser, the Parties and Seller and Purchaser shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s 's right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 12.1 by giving written notice to Seller within ten (10) Business Days after Seller's delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under Section 12.1 within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (AB) aboveof Section 12.1. If the Closing is scheduled to occur within Purchaser’s 's ten (10) day Business Day election period, the Closing Date shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the Condemnation would (i) result in the permanent loss in value of value equal to more than twenty ten percent (2010%) of the Hotel Purchase Price allocation for the Hotel affected by such Condemnation (or the loss of access, material parking or a Propertyloss that results in the failure of the Hotel to comply with applicable zoning regulations (the “Affected Hotel”), as set forth on Schedule 3.3.5 attached hereto, (ii) result in any permanent material reduction or restriction in access reasonably agreed to by the Land or Improvements or parking for any particular PropertyParties, or (iii) would otherwise have a permanent materially material adverse effect on the operation of the Business as conducted at the Property prior to the Condemnation such Hotel (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, the Sellers within ten (10) days Business Days after Purchaser’s receipt of the Seller’s written notice of such Condemnation and agreement on the Material Condemnationloss in value (if applicable), to (Ai) terminate cause the Individual Affected Hotel to be excluded from this Agreement in which case the Aggregate Purchase Price shall be reduced by the Hotel Purchase Price for the Affected Hotel and this Agreement and the Hotel Purchase and Sale Agreements shall remain in full force and effect as to all of the other Hotels and the parties shall equitably adjust the provisions in this Agreement by providing written notice to each other Partyin good faith based on the exclusion of the Affected Hotel, in which case, the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, except as otherwise expressly provided therein; or (Bii) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller the Sellers shall assign to Purchaser all of the applicable Seller’s right, title and interest in all claims, proceeds and awards from the Material such Condemnation, other than with respect to pre-closing revenues or profits of Sellers. If Purchaser fails to provide written notice of its election to Seller the Sellers within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (Aii) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) day Business Day election period, at Purchaser’s election, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day Business Day election period. Purchaser shall have If the right Parties unable to a refund agree on the loss in value (if applicable) as provided herein within ten (10) Business Days after Purchaser’s receipt of the amount Seller Parties’ written notice of such Condemnation, the Deposit allocated determination of such loss in value shall be made by a nationally recognized appraisal firm reasonably acceptable to the Property, Parties as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1promptly as possible thereafter.

Material Condemnation. In the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Assets, or any proposed sale in lieu thereof (a “Condemnation”), Sagicor Parties shall give written notice of such Condemnation to Playa promptly upon Sagicor Parties’ receipt of notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty percent (20%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached hereto, (ii) result in any permanent material reduction or restriction in access to the Land Assets or Improvements or parking for any particular Propertythe Improvements, or (iiiii) have a permanent materially adverse effect on the Business operation of the Assets or Improvements as conducted at the Property prior to the Condemnation determined by Playa in its reasonable discretion (each, a “Material Condemnation”), then Purchaser Playa shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which case, case neither party shall thereafter have any liability hereunder to the Parties shall have no further rights or obligations under such Individual Purchase and Sale Agreement, other party (except as expressly stated otherwise expressly provided therein; in this Agreement), or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller Sagicor Parties shall assign to Purchaser Playa all of Seller’s Sagicor Parties’ right, title and interest in all proceeds and awards from such Condemnation. Playa shall make an election under this Section 11.01 by giving written notice to the Material Sagicor Parties within twenty (20) days after Sagicor Parties’ delivery to Playa of written notice of such Condemnation. If Purchaser Playa fails to provide written notice of its make an election to Seller under this Section 11.01 within such time period, then Purchaser Playa shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (A) aboveof this Section 11.01. If the Closing Date is scheduled to occur within PurchaserPlaya’s ten twenty (1020) day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten twenty (1020) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty ten percent (2010%) of the Purchase Price allocation for Land or Improvements (computed on a Property, as set forth on Schedule 3.3.5 attached hereto, square foot basis) of the applicable Property or (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or of the applicable Property (iii) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate this Agreement with respect to the Individual Purchase and Sale Agreement applicable Property affected by providing written notice to each other Partysuch Material Condemnation, in which casecase Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money with respect to the affected Property to Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(c), the Parties 4.1(d) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement with respect to such Individual Purchase and Sale AgreementProperty, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to the Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within ten (10) Business Days after Seller’s delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under this Section 13.2(a) within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to the Closing pursuant to clause (AB) aboveof this Section 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement under this Section 13.2(a) with respect to the applicable Property affected by such Material Condemnation, Seller shall have the right right, within ten (10) days of Purchaser’s election to a refund of the amount of the Deposit allocated terminate, to elect to terminate this Agreement with respect to the Propertyother Properties. If Seller fails to make an election within such time period, as set forth on Schedule 3.3.5 attached hereto, and Seller shall receive be conclusively deemed to have elected to proceed to Closing with respect to the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1unaffected Properties.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty five percent (205%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached heretofair market value of the Land or Improvements at any one Hotel, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for at any particular Propertyone Hotel, or (iii) have a permanent materially adverse effect on the operation of any one of the Hotels or the Business as conducted at the Property prior to the such Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten thirty (1030) days after Purchaser’s receipt of Seller’s written notice of the Material such Condemnation, to (A) cause the Affected Hotel to be excluded from this Agreement pursuant to Section 3.6, (B) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, and the Parties shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (BC) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnationsuch Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaser. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate such Individual Purchase and Sale this Agreement pursuant to clause (A) aboveof the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten thirty (1030) day election period, then the Closing for the Affected Hotel shall be postponed until the date which is five (5) Business Days after the expiration Purchaser’s delivery of such ten (10) day its election period. Purchaser shall have the right notice to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1Seller.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a “Condemnation”), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty five percent (205%) of the Purchase Price allocation for Land or Improvements (computed on a Property, as set forth on Schedule 3.3.5 attached heretosquare foot basis), (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular Property, or (iii) or have a permanent materially material adverse effect on the Business operation of the Hotel as conducted at the Property prior to the such Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money to Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(d), the Parties 4.1(e) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within ten (10) Business Days after Seller’s delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under Section 13.2(a) within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale Agreement proceed to Closing pursuant to clause (AB) aboveof Section 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s ten (10) day Business Day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.

Material Condemnation. If the event of any actual or threatened condemnation or taking pursuant to the power of eminent domain of all or any portion of the Real Property, or any proposed sale in lieu thereof (a "CONDEMNATION"), Seller shall give written notice of such Condemnation to Purchaser as soon as possible after Seller receives notice of such Condemnation. If the Condemnation would (i) result in the permanent loss of value equal to more than twenty ten percent (2010%) of the Purchase Price allocation for a Property, as set forth on Schedule 3.3.5 attached heretoLand or Improvements, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for any particular PropertyImprovements, or (iii) have a permanent materially adverse effect on the Business operation of the Hotel as conducted at the Property operated prior to such Condemnation or (iv) reduces the Condemnation value of the Land or Improvement by more than One Million and no/100 Dollars (each, $1,000,000.00) (a “Material Condemnation”"MATERIAL CONDEMNATION"), then Purchaser shall have the right to electright, by providing written notice to Seller, within ten (10) days after Purchaser’s receipt of Seller’s written notice of the Material Condemnationin its sole discretion, to (A) terminate the Individual Purchase and Sale Agreement by providing written notice to each other Partythis Agreement, in which casecase Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money to Purchaser, the Parties and Seller and Purchaser shall have no further rights or obligations under such Individual Purchase and Sale this Agreement, except as otherwise those which expressly provided therein; survive such termination, or (B) proceed to Closing, without terminating such Individual Purchase and Sale this Agreement, in which case Seller shall assign to Purchaser all of Seller’s 's right, title and interest in all proceeds and awards from the Material such Condemnation. Purchaser shall make an election under this Section 13.2(a) by giving written notice to Seller within ten (10) days after Seller's delivery to Purchaser of written notice of such Condemnation. If Purchaser fails to provide written notice of its make an election to Seller under Section 13.2(a) within such time period, then Purchaser shall be conclusively deemed to have elected to terminate such Individual Purchase and Sale this Agreement pursuant to clause (AB) aboveof Section 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s 's ten (10) day election period, the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the expiration of such ten (10) day election period. Purchaser shall have the right to a refund of the amount of the Deposit allocated to the Property, as set forth on Schedule 3.3.5 attached hereto, and shall receive the prompt refund of such amount following the termination of an Individual Purchase and Sale Agreement pursuant to this Section 14.2.1.