Common use of Material Condemnation Clause in Contracts

Material Condemnation. If during the term of this Lease (i) 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 good faith judgment of 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 Lessor Lessee's Notice of Material Condemnation within thirty (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 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 defined 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) Lessee shall transfer to Lessor all right, title and interest to the Gross Award, (iii) Lessee shall execute and deliver to Lessor, in recordable form, any and all documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as to the Condemned Property, and (iv) the Lease Balance shall be reduced by that portion of the Lease Basis allocated to the Condemned Property, less the Deficiency Amount.

Material Condemnation. If during the term Condemnation would result in the loss in value of this Lease more than ten percent (10%) of the Hotel Purchase Price for the Hotel affected by such Condemnation (or the loss of access, material parking or a loss that results in the failure of the Hotel to comply with applicable zoning regulations (the “Affected Hotel”), as reasonably agreed to by the Parties, or would otherwise have a material adverse effect on the operation of the Business at such Hotel (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to the Sellers within ten (10) Business Days after Purchaser’s receipt of the Seller’s written notice of such Condemnation and agreement on the loss in value (if applicable), to (i) cause the entire Leased Property Affected Hotel to be excluded from this Agreement in which case the Aggregate Purchase Price shall be taken reduced by or 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 in good faith based on account the exclusion of any actual or threatened condemnation or other eminent domain proceeding pursuant to any lawthe Affected Hotel, general or special or (ii) if 30% proceed to Closing, without terminating this Agreement, in which case the Sellers shall assign to Purchaser all 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 good faith judgment of 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 Lessor Lessee's Notice of Material Condemnation within thirty (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 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 defined 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) Lessee shall transfer to Lessor all applicable Seller’s right, title and interest in all claims, proceeds and awards from 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 the Gross AwardSellers within such time period, then Purchaser shall be deemed to have elected to proceed to Closing pursuant to clause (iiiii) Lessee of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, at Purchaser’s election, the Closing shall execute and deliver be postponed until the date which is five (5) Business Days after the expiration of such ten (10) Business Day election period. If the Parties unable to Lessoragree on the loss in value (if applicable) as provided herein within ten (10) Business Days after Purchaser’s receipt of the Seller Parties’ written notice of such Condemnation, the determination of such loss in recordable form, any and all documents required value shall be made by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as a nationally recognized appraisal firm reasonably acceptable to the Condemned Property, and (iv) the Lease Balance shall be reduced by that portion of the Lease Basis allocated to the Condemned Property, less the Deficiency AmountParties as promptly as possible thereafter.

Material Condemnation. If during the term of this Lease (i) the entire Leased Property shall be taken by or on account event of any actual or threatened condemnation or other taking pursuant to the power of eminent domain proceeding pursuant 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 any lawmaterial reduction or restriction in access to the Hotel Land, general the Golf Course Land or special the Improvements, or (ii) if 30% have a materially adverse effect on the operation of the improvements Hotel or 30% the Golf Course (a “Material Condemnation”), then Buyer shall have the right, in its sole discretion, to (A) terminate this Agreement, in which case MFG shall pay to Buyer the balance 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 UseDeposit held by MFG and, in the good faith judgment event of Lessee (a termination of this Agreement occurring after the same being a "Material Condemnation")Additional Deposit Funding Date, then Lessor may elect HMF shall also release to make a Put Option requiring MFG the Lessee original stamped Agreement duly marked “cancelled” together with the Original Transfer Tax Receipt so as to purchase allow MFG to invoke the Leased Property at a price equal Unwind Procedure and upon recovery of the Lease Balance. The procedure Stamp Duty and documentation for such purchase Tax Refund, the Stamp Duty and Tax Refund shall be in accordance with paid to Buyer less the procedures Lender’s Deposit Refund Amount, if any, which MFG shall pay to Lender, and documentation set forth in Article XIX. Lessee shall deliver to Lessor Lessee's Notice of Material Condemnation within thirty (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 conditions set forth in clause (i) or (ii) of this Section 11.2 are fulfilled except that Lessee Lender, Owner and Buyer 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 no further rights or a presumed Call Option obligations under this Section 11.2Agreement, except those which expressly survive such termination, or (B) timely restoreproceed to Closing, repair without terminating this Agreement, in which case Lender and rebuild the Leased Property, using the Net Award (as defined in Section 11.4) Owner shall assign to Buyer all of Lender’s 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) Lessee shall transfer to Lessor all Owner’s respective right, title and interest in all proceeds and awards from such Condemnation. Buyer shall make an election under this Section 11.1 by giving written notice to the Gross AwardLender and Owner within twenty (20) days after Owner’s delivery to Buyer of written notice of such Condemnation. If Buyer fails to make an election under this Section 11.1 within such time period, Buyer shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (iiiB) Lessee shall execute and deliver to Lessor, in recordable form, any and all documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as Section 11.1. If the Closing Date is scheduled to occur within Buyer’s twenty (20) day election period, the Condemned Property, and (iv) the Lease Balance Closing Date shall be reduced by that portion extended until the tenth (10th) day after the expiration of the Lease Basis allocated to the Condemned Property, less the Deficiency Amountsuch twenty (20) day election period.

Material Condemnation. If during As used in this Agreement, “Material Condemnation” shall mean and refer the term Real Property being subject to a taking by a public or governmental authority having the power of this Lease eminent domain where (i) the entire Leased estimated value of the portion of the Real Property shall be taken by subject thereto $2,500,000.00 or on account of any actual or threatened condemnation or other eminent domain proceeding pursuant to any lawmore, general or special or (ii) if 30% such condemnation results in any tenant (other than Seller) having the right to terminate their lease at the Property provided that Buyer provides a copy of the improvements or 30% 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 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 good faith judgment of 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 threshold set forth in Article XIX. Lessee shall deliver to Lessor Lessee's Notice of Material Condemnation within thirty (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 subsection (i) or (ii) of this Section 11.2 have been fulfilledabove. If a Material Condemnation occurs after the conditions set forth in clause (i) or (ii) of this Section 11.2 are fulfilled except that Lessee Effective Date and prior to the Closing Date, then Buyer shall have failed the right to deliver terminate this Agreement by written notice to Seller and Escrow Holder delivered within five (5) business days of its receipt of written notice 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 Notice as required aboveMaterial Condemnation, Lessee conclusively then this Agreement shall be presumed to have made a Call Option to re-remain in full force and effect and Buyer shall acquire the Leased Property upon the date terms set forth in Article XIX; but nothing in herein. Any awards or proceeds from the condemning authority with respect to any such condemnation (the “Condemnation Proceeds”) shall be allocated between Buyer and Seller as follows (unless Buyer elects to terminate this sentence shall relieve Lessee Agreement as a result of its obligation actually to deliver such Notice of a Material Condemnation. In , in which case Seller shall retain all of the event Lessee fails to: Condemnation Proceeds): (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 defined in Section 11.4) and by funding any deficit amounts not covered by the Net Award (the "Deficiency Amounts"), then Lessor Seller shall be entitled to treat 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 failure as an Event award or proceeds, (2) proceeds of Default under Section 12.1(d) for which Lessor may exercise its right to terminate this Lease as any rental loss, business interruption or similar insurance, or other compensation or loss of use, that are allocable to the individual Leased Property affected by the Condemnation (a "Condemned Property"). In the event Lessor elects to terminate this Lease as period prior to the Condemned Closing Date, and (3) the reasonable and actual costs incurred by Seller (if any) in physically stabilizing the Property as a result of Lessee's failure following such condemnation (provided that Seller shall not have any obligation under this Agreement to perform the requirements of (A) or do so); and (B) above, then: (i) Lessee Buyer shall vacate and surrender the Condemned Property and perform all other obligations required of Lessee under Section 5.3, (ii) Lessee shall transfer to Lessor all right, title and interest be entitled to the Gross Award, (iii) Lessee shall execute and deliver to Lessor, in recordable form, any and all documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as to the Condemned Property, and (iv) the Lease Balance shall be reduced by that portion balance of the Lease Basis allocated to the Condemned Property, less the Deficiency AmountCondemnation Proceeds.

Material Condemnation. If during the term of this Lease (i) diminution in 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% value 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 good faith judgment of 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 Lessor Lessee's Notice of Material Condemnation within thirty (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 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 defined 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 Real Property as a result of Lessee's failure a condemnation is material (as hereinafter defined), then Buyer may, at its option to perform be exercised within five (5) days of the requirements commencement of condemnation proceedings, either terminate this Agreement or elect to continue this Agreement unchanged and in full force and effect. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such five (A5) day period that Buyer elects to continue this Agreement unchanged and full force and effect, then this Agreement shall terminate, and neither party shall have any further rights or (B) aboveobligations hereunder except for any unperformed obligations as of such termination and any obligations stated in this Agreement to survive its expiration or termination. If Buyer elects not to terminate this Agreement, then: (i) Lessee then upon Transfer of Possession there shall vacate and surrender be a credit against the Condemned Property and perform all other obligations required of Lessee under Section 5.3, (ii) Lessee shall transfer to Lessor all right, title and interest Purchase Price due hereunder equal to the Gross Award, (iii) Lessee shall execute and deliver to Lessor, in recordable form, amount of any and all documents required condemnation awards collected by Lessor or Seller as a result of any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as to the Condemned Property, and (iv) the Lease Balance shall be reduced by that portion of the Lease Basis allocated to the Condemned Propertysuch condemnation, less the Deficiency Amountamount of any sums expended by Seller (in its sole discretion and option) toward the collection of such awards. If the awards have not been collected as of Transfer of Possession, then such awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended (in its sole discretion and option) to collect such awards, and Seller shall retain the rights to such awards to such extent. A condemnation shall be deemed “material” if as a result of the condemnation or if reasonably likely in a pending proceeding, any portion or area is condemned which would cause the Real Property to be in violation of any then existing zoning ordinances preventing the use of the Real Property for the manufacturing of vehicles that cannot reasonably be cured by Buyer at a cost of 20% of Purchase Price or less.

Material Condemnation. If during If, after the term 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 Lease Agreement upon written notice to Seller: (i) 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 good faith judgment of 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 Lessor Lessee's Notice of Material Condemnation within thirty (30) days following notice by Seller to Buyer of such condemnation or 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) threatened condemnation; or (ii) on the Closing Date, whichever occurs last. If Buyer does not terminate this Agreement pursuant to the preceding sentence, Buyer shall be conclusively deemed to have elected to accept such condemnation and waives any right to terminate this Agreement as a result thereof. For purposes of this Section 11.2 have been fulfilled. If 7.1, a “Material Portion” shall mean such portion of the conditions set forth Property which (x) has a value (based on the aggregate of the cost of restoration and the diminution in clause the value of the Property after restoration) in excess of Fifty Thousand and 00/100 Dollars (i) $50,000.00), or (iiy) regardless 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: value (A) close on in any manner affects access, ingress or egress to or from the re-acquisition Property or reduces the number of the Leased Property after a Lessor Put Option or a presumed Call Option under this Section 11.2parking spaces, or (B) timely restorepermits a Tenant to terminate its Lease and such Tenant exercises such termination right. If Buyer elects to terminate this Agreement under this Section 7.1, repair and rebuild the Leased Property, using the Net Award (as defined in Section 11.4) and by funding any deficit amounts not covered by the Net Award (the "Deficiency Amounts"), then Lessor entire Deposit shall be entitled returned to treat such failure as an Event of Default under Section 12.1(dBuyer and neither party to this Agreement shall thereafter have any further rights or obligations hereunder, except the Surviving Obligations. If Buyer waives (or is deemed to have waived) for which Lessor may exercise its the 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 Agreement as a result of Lesseesuch a condemnation, despite such condemnation, Seller and Buyer shall proceed to Closing in accordance with the terms of this Agreement with no reduction in the Purchase Price, and Seller shall: (y) assign to Buyer at Closing all of Seller'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) Lessee shall transfer to Lessor all right, title and interest in and to all proceeds resulting or to result from said condemnation; and (z) only to the Gross Awardextent of any proceeds received by Seller from such condemnation, credit (iii) Lessee shall execute and deliver to Lessor, in recordable form, any and all documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in against the Condemned Property and to evidence termination of this Lease as to the Condemned Property, and (ivPurchase Price) the Lease Balance shall be reduced by that portion amount of the Lease Basis allocated to the Condemned Property, less the Deficiency Amountsuch proceeds at Closing.

Material Condemnation. If during before the term Closing all or any material portion of this Lease 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) 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 entire Leased Property Deposit shall be taken by or on account of returned to Buyer in accordance with Section 2.1.4, and any actual or threatened condemnation or other eminent domain proceeding pursuant funds and documents in the Escrow shall be returned to any lawthe party depositing the same, general or special or (ii) if 30% of to accept the improvements or 30% of the land parcel is taken and Lessee provides Notice to Lessor that Property notwithstanding the taking of said such portion renders of the remaining Leased Property, i.e., with the Property uneconomic for the continued use or occupancy for the Permitted Usein its then-current condition, without a reduction in the good faith judgment Purchase Price, and to proceed with the Closing and to receive an assignment of Lessee all of Seller’s rights to any condemnation award payable by reason of such taking; in which event Seller shall, and shall cause Owner to, cooperate with Buyer to have the award paid to Owner and Buyer shall have the right to participate in any award discussions, negotiations and litigation. In such event, Seller shall provide to Buyer (a) continued access 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 Access Agreement, and documentation set forth (b) copies of all notices, filings and other information received by Owner with respect to such taking, in Article XIXorder to facilitate Buyer’s assessment of its ability to recover losses relating to such taking. Lessee shall Buyer’s failure within such fifteen Business Day period to deliver a written notice electing to Lessor Lessee's Notice of Material Condemnation within thirty (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 proceed under either clause (i) or (ii) of this Section 11.2 have been fulfilledabove shall be deemed to be Buyer’s election to proceed under clause (ii) 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 conditions set forth in 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 Date, the Outside Closing Date shall be extended for the number of days necessary for Buyer to have fifteen Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) above. The provisions 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 survive 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 defined 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) Lessee shall transfer to Lessor all right, title and interest to the Gross Award, (iii) Lessee shall execute and deliver to Lessor, in recordable form, any and all documents required by Lessor or any title company providing title insurance to Lessor in order to disclaim any and all interest in the Condemned Property and to evidence termination of this Lease as to the Condemned Property, and (iv) the Lease Balance shall be reduced by that portion of the Lease Basis allocated to the Condemned Property, less the Deficiency AmountClosing.