Common use of Material Condemnation Clause in Contracts

Material Condemnation. If the Condemnation would (i) result in the loss of 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), (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen (15) Business Days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (A) terminate this Agreement, in which case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such 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 this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen (15) Business Day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery of its election notice to Seller.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty ten percent (2010%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)Improvements, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Xxxxxxx Money 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 termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty three percent (203%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)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 (iiiiv) have a permanent materially adverse effect on the operation Purchaser’s intended use of the Hotel or the Business as conducted prior to such Condemnation Property for any purpose permitted by applicable law and/or regulations (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case 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 this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

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)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 ImprovementsImprovements or parking for any particular Property, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted at the Property prior to such the Condemnation (each, a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller Seller, within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such the Material Condemnation, to (A) terminate this Agreementthe Individual Purchase and Sale Agreement by providing written notice to each other Party, in which case case, the Parties shall have no further rights or obligations under this such Individual Purchase and Sale Agreement, except those which as otherwise expressly survive such termination, provided therein; or (B) proceed to Closing, without terminating this 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 such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaserthe 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 this such Individual Purchase and Sale Agreement pursuant to clause (A) of the preceding sentenceabove. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice period. Purchaser shall have the right to Sellera 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 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)Property as determined by an independent third-party appraisal of an appraiser reasonably selected by Seller, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or Property after the Business Closing Date as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen the earlier of December 20, 2022 or ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Deposit shall be refunded to Purchaser in accordance with the Deposit Escrow Agreement, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen (15) Business Day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery of its election notice to Seller.ten 2230752.03F-NYCSR03A - MSW

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty five percent (205%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price), or (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of cause the Hotel or the Business as conducted prior to such Condemnation materially violate any Applicable Law including, without limitation, zoning laws and requirements (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (AI) terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser in accordance with Section III.B.4 and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (BII) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserCondemnation. 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 this Agreement pursuant to clause (AI) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (ia) result in the permanent loss of value equal to more than twenty three percent (203%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price), ; (iib) result in any permanent material reduction or restriction in access to the Land or Improvements, Improvements or parking for the Hotel; or (iiic) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted at the Property prior to such the Condemnation (each, a “Material Condemnation”), then Purchaser Buyer shall have the right to elect, by providing written notice to Seller Seller, within fifteen ten (1510) Business Days days after PurchaserBuyer’s receipt of Seller’s written notice of such the Material Condemnation, to (Ai) terminate this AgreementAgreement by providing written notice to each other Party, in which case subject to the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such terminationprovisions of Section14.20, or (Bii) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser Buyer all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaserthe Material Condemnation. If Purchaser Buyer fails to provide written notice of its election to Seller within such time period, then Purchaser Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (Ai) of the preceding sentenceabove. If the Closing is scheduled to occur before Seller delivers the notice of Material Condition to Buyer or within PurchaserBuyer’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice period. Buyer shall have the right to Sellera refund of the Xxxxxxx Money and shall receive the prompt refund of such amount following the termination of this Agreement pursuant to this Section 13.2.1.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty (A) five percent (205%) of the fair market value of the Land or Improvements, or (B) five percent (5%) of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)computed on a square foot basis, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Xxxxxxx Money 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 termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty five percent (205%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price), (ii) result in any material reduction or restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation Condemnation, including, without limitation rendering the lobby, reception area, front desk, parking area or other portions of the Property that are material to the operation of the Business unavailable for use following Closing (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Exxxxxx Money 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 termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial Condemnation. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed shall be deemed to have elected to terminate this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty percent (20%A) of the fair market value of the Land any guest rooms or Improvements (which shall be deemed to be equal B) pedestrian or vehicular access to the Purchase Price)Hotel from the existing street currently providing such access, or (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of cause the Hotel to materially violate any Applicable Law including, without limitation, ingress/egress to or from the Business as conducted prior to such Condemnation Hotel, zoning or parking laws and requirements (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Xxxxxxx 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, Agreement except those which expressly survive such termination, ; or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Material Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaserand/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 this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty ten percent (2010%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)Improvements, (ii) result in any permanent material reduction of, or restriction in access to to, the Land or Improvements, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (A) terminate this Agreement, in which case the Exxxxxx Money shall be refunded to Purchaser in accordance with Section 3.2(d), and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserCondemnation. 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (ia) result in the permanent loss of more than twenty ten percent (2010%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)as reasonably determined by Seller, (iib) result in any permanent material reduction or restriction in access to the Land or Improvements, or (iiic) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (Ai) terminate this Agreement, in which case the Xxxxxxx Money 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 termination, or (Bii) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (Aii) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

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 loss of more than twenty ten percent (2010%) of the fair market value of the Land Real Property (computed on a square foot basis) or Improvements (which shall be deemed to be equal to the Purchase Price), (ii) would result in any material reduction or restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation Real Property (a “Material Condemnation”), then Purchaser shall have the right to electright, by providing written notice to Seller within fifteen (15) Business Days after Purchaser’s receipt of Seller’s written notice of such Condemnationin its sole discretion, to (A) terminate this Agreement, in which case Escrow Agent shall refund the Parties Xxxxxxx Money to Purchaser and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation Condemnation. Purchaser shall make an election under this Section 13.2(a) by delivering an assignment instrument giving written notice to Seller within ten (10) Business Days after Seller’s delivery to Purchaser at Closing in form and substance reasonably satisfactory to Purchaserof 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentenceSection 13.2(a). If the Closing Date is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day election period, then the Closing Date shall be postponed extended until the date which is five tenth (510th) Business Days day after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty five percent (205%) of the fair market value of the Land leasehold interest under the Ground Lease or Improvements (which shall be deemed to be equal to the Purchase Price)Improvements, (ii) result in any permanent material reduction or restriction in access to the Land or ImprovementsReal Property, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Xxxxxxx Money Deposit 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 termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty five percent (205%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)as reasonably determined by Seller, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements, or (iii) have a permanent materially adverse effect on the operation of the Hotel or the Business as conducted prior to 45 such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (A) terminate this Agreement, in which case the Exxxxxx Money 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 termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserCondemnation. 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) Business Day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty five percent (205%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)Improvements, (ii) result in any permanent material reduction or restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (A) terminate this Agreement, in which case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller (subject in all events to the terms and conditions applicable thereto under the Existing Loan Documents) shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserCondemnation. 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed postponed, at Purchaser’s option to be exercised in its sole and absolute discretion, until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty three percent (203%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price)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 (iiiiv) have a permanent materially adverse effect on the operation Purchaser’s intended use of the Hotel or the Business as conducted prior to such Condemnation Property for a school and other commercial purposes (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case 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 this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserMaterial 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 this Agreement proceed to Closing pursuant to clause (AB) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty five percent (205%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price), or (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of cause the Hotel or the Business as conducted prior to such Condemnation materially violate any Applicable Law including, without limitation, zoning laws and requirements (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (AI) terminate this Agreement, in which case the Xxxxxxx Money 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 termination, or (BII) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to PurchaserCondemnation. 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 this Agreement proceed to Closing pursuant to clause (AI) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) Business Day election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the loss of Six Hundred Fifty Thousand Dollars ($650,000.00) or 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), (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser Buyer shall have the right to elect, by providing written notice to Seller Sellers within fifteen (15) Business Days days after PurchaserBuyer’s receipt of Seller’s Sellers’ written notice of such Condemnation, to (A) terminate this Agreement, in which case (i) the Deposit (or in the event of a Material Condemnation prior to the expiration of the Due Diligence Period, the Initial Deposit), together with any interest earned thereon, shall be returned to Buyer and (ii) the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller Sellers shall assign to Purchaser Buyer all of Seller’s Sellers’ right, title and interest in all proceeds and awards from such Condemnation (other than amounts applied by Sellers prior to Closing in connection with the repair of the applicable Property) by delivering an assignment instrument to Purchaser Buyer at Closing in form and substance reasonably satisfactory to PurchaserBuyer. If Purchaser Buyer fails to provide written notice of its election to Seller Sellers within such time period, then Purchaser Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within PurchaserBuyer’s fifteen (15) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaserexpiration of Buyer’s delivery of its election notice to Sellerperiod.

Material Condemnation. If the Condemnation would (i) result in the permanent loss of more than twenty percent (20%A) of the fair market value of the Land any guest rooms or Improvements (which shall be deemed to be equal B) pedestrian or vehicular access to the Purchase Price)Hotel from the existing street currently providing such access, or (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of cause the Hotel to materially violate any Applicable Law including, without limitation, ingress/egress to or from the Business as conducted prior to such Condemnation Hotel, zoning or parking laws and requirements (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen ten (1510) Business Days days after Purchaser’s receipt of Seller’s written notice of such Material Condemnation, to (A) terminate this Agreement, in which case the Xxxxxxx 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, Agreement except those which expressly survive such termination, ; or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Material Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaserand/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 this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen ten (1510) Business Day day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery expiration of its such ten (10) day election notice to Sellerperiod. 14.2.2.