Common use of Material Condemnation Clause in Contracts

Material Condemnation. If the Condemnation would (a) result in the permanent loss of value equal to more than three percent (3%) of the Purchase Price; (b) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for the Hotel; or (c) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Buyer shall have the right to elect, by providing written notice to Seller, within ten (10) days after Buyer’s receipt of Seller’s written notice of the Material Condemnation, to (i) terminate this Agreement by providing written notice to each other Party, subject to the provisions of Section14.20, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Buyer all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnation. If Buyer fails to provide written notice of its election to Seller within such time period, then Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (i) above. If the Closing is scheduled to occur before Seller delivers the notice of Material Condition to Buyer or within Buyer’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. Buyer shall have the right to a refund of the ▇▇▇▇▇▇▇ 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 (ai) result in the permanent loss of value equal to more than three five percent (35%) of the Purchase Price; (b) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for the Hotel; , or (cii) have a permanent cause the Hotel to materially adverse effect on the Business as conducted at the Property prior to the Condemnation violate any Applicable Law including, without limitation, zoning laws and requirements (each, a “Material Condemnation”), then Buyer Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten (10) days after BuyerPurchaser’s receipt of Seller’s written notice of the Material such Condemnation, to (iI) terminate this Agreement by providing written notice Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to each other PartyPurchaser in accordance with Section III.B.4 and the Parties shall have no further rights or obligations under this Agreement, subject to the provisions of Section14.20except those which expressly survive such termination, or (iiII) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Buyer Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material such Condemnation. If Buyer Purchaser fails to provide written notice of its election to Seller within such time period, then Buyer Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (iI) aboveof the preceding sentence. If the Closing is scheduled to occur before Seller delivers the notice of Material Condition to Buyer or within BuyerPurchaser’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. Buyer shall have the right to a refund of the ▇▇▇▇▇▇▇ 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 (ai) result in the permanent loss of value equal to more than three five percent (35%) of the Purchase Price; (b) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for the Hotel; , or (cii) have a permanent cause the Hotel to materially adverse effect on the Business as conducted at the Property prior to the Condemnation violate any Applicable Law including, without limitation, zoning laws and requirements (each, a “Material Condemnation”), then Buyer Purchaser shall have the right to elect, by providing written notice to Seller, Seller within ten (10) days Business Days after BuyerPurchaser’s receipt of Seller’s written notice of the Material such Condemnation, to (iI) terminate this Agreement by providing written notice Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to each other PartyPurchaser in accordance with Section 3.2.4 and the Parties shall have no further rights or obligations under this Agreement, subject to the provisions of Section14.20except those which expressly survive such termination, or (iiII) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Buyer Purchaser all of Seller’s right, title and interest in all proceeds and awards from the Material such Condemnation. If Buyer Purchaser fails to provide written notice of its election to Seller within such time period, then Buyer Purchaser shall be deemed to have elected to terminate this Agreement proceed to Closing pursuant to clause (iI) aboveof the preceding sentence. If the Closing is scheduled to occur before Seller delivers the notice of Material Condition to Buyer or within BuyerPurchaser’s ten (10) day Business 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 Business Day election period. Buyer shall have the right to a refund of the ▇▇▇▇▇▇▇ Money and shall receive the prompt refund of such amount following the termination of this Agreement pursuant to this Section 13.2.1.