Common use of Damage, Destruction or Condemnation Clause in Contracts

Damage, Destruction or Condemnation. Should the Premises be damaged by fire or other casualty, or should all or part of the Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the Premises.

Damage, Destruction or Condemnation. Should In the Premises be damaged by fire or other casualtyevent of damage, destruction, or should all or part condemnation of the Premises be taken Project, or condemned by a competent public authorityany part thereof, Landlordthe net proceeds of any insurance or condemnation awards with respect to the Project and, with reasonable promptnessto the extent necessary, the proceeds of any additional Certificates of Participation which are issued pursuant to an agreement of the parties hereto, shall make all necessary repairs be used and alterations applied to restore repair, restore, rebuild, or replace the Premises Project. In case of any damage to or destruction of the Project or any part thereof, Lessee will promptly give or cause to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant given written notice (“Landlord’s Notice”) within thirty (30) days thereof to Lessor generally describing the nature and extent of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which such damage or destruction. There shall be based upon no abatement or diminution of Base Rent and Lessee shall, whether or not the opinion net proceeds of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Furtherinsurance, if Landlord does not substantially complete any, received on account of such damage or destruction shall be sufficient for such purpose, promptly commence and complete, or cause to be commenced and completed, the repair and or restoration of the Premises within 90 days after Project as nearly as practicable to the date value and condition thereof existing immediately prior to such damage or destruction, with such changes or alterations, however, as Lessee may deem necessary for proper operation of the casualtyProject. The net proceeds of any insurance, taking self insurance program payments or condemnation, Tenant condemnation available (the "Net Proceeds") shall have be held by Trustee. If an additional right Event of Nonappropriation or Event of Default has not occurred Net Proceeds shall applied to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration costs of such 90-day periodrepair or restoration of the Project as such costs are incurred by Lessee, except that Net Proceeds of any lost income or lost rental insurance policies (or such components of insurance policies) shall be applied to payment of Base Rent. In the event of total destruction or condemnation of the Project, so long as an Event of Nonappropriation or Event of Default has not occurred, Lessor and Lessee shall apply Net Proceeds and any other moneys available for the purpose, to the acquisition and installation of replacement facilities to constitute the Project, unless Lessee exercises its option to purchase the Project pursuant to Article 15. If an Event of Nonappropriation or an Event of Default has occurred before the Lease shall be terminated receipt of Net Proceeds, the Trustee, acting on behalf of the Lessor, may use such proceeds to improve the Project or to make a disbursement as provided in this Section 9, then all rent Articles IV and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date VII of the occurrence of such damageIndenture, taking or condemnation. If as the Lease shall not be terminated as provided Trustee may deem appropriate in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion best interests of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired Owners (as defined in the event that Tenant is unable to use any portion Indenture) of the PremisesCertificates.

Damage, Destruction or Condemnation. Should If, after the Premises be damaged by fire or other casualtyEffective Date and before the Closing, or should all or any part of the Premises be taken Property is destroyed or condemned by damaged (a competent public authority“Casualty”), Landlordor becomes subject to condemnation or eminent domain proceedings, with reasonable promptness, then Seller shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's businesspromptly notify Purchaser thereof in writing (a “Seller’s Notice”). If the Premises damage or taking is material (as defined below), Purchaser may elect to terminate this Agreement by delivering a written notice thereof to Seller at any time prior to the date that is ten (10) business days after Purchaser’s receipt of a Seller’s Notice, time being of the essence and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. If the damage or taking is not material, or if, in the case that the damage or taking is material, either Purchaser elects in writing to proceed with Closing or Seller does not receive written notice from Purchaser of Purchaser’s termination of this Agreement at any time on or prior to the date that is ten (10) business days after Seller’s delivery of a Seller’s Notice, then the parties shall proceed with the Closing without any reduction in the Purchase Price (except only for a credit in the amount of the deductible (if any) applicable to the claim for such damage or destruction); provided, however, that in such event, Purchaser shall be entitled to all insurance proceeds to which Seller may actually collect, less Seller’s costs of collection and any costs actually incurred by Seller for demolition, site cleaning, restoration or other repairs to the extent the foregoing are performed in a good and workmanlike manner (collectively, “Seller’s Costs”) or all condemnation awards payable to Seller as a result of such damage or taking (as the case may be), less Seller’s Costs, if applicable, and, to the extent the same are applicable, Seller shall either (a) assign to Purchaser at Closing Seller’s rights to any such condemnation or eminent domain awards and pay to Purchaser at Closing any such awards already received (not exceeding the amount of the Purchase Price), less Seller’s Costs, as applicable, or (b) assign to Purchaser at Closing all of Seller’s rights to the insurance proceeds associated with the damage or destruction at issue and, as applicable, pay to Purchaser at Closing any such proceeds already received not to exceed the amount of the Purchase Price, and less any costs, fees and expenses reasonably expended by Seller prior to Closing towards the repair of the damage or destruction at issue; and/or file a claim for the applicable damages under any available insurance policies, use good faith, commercially reasonable efforts to negotiate and settle such claim in substantially damaged the same manner that Seller would have done so for its own account, and promptly pay over to Purchaser any insurance proceeds that Seller actually collects in respect thereof, less Seller’s Costs. In any event, Purchaser acknowledges and agrees that Seller shall not be required to file, maintain or taken participate in any suit, proceeding or condemned action against any of its insurers, nor shall Seller be required to provide Purchaser access to, or a copy of, any portion of its casualty or other insurance policies except only as reasonably necessary in connection with a claim under such that Tenant cannot reasonably conduct its business policy. For the purposes of this Section 7, damage or other casualty shall be considered to be “material” if the estimated cost to repair or restore the Property exceeds $500,000. A condemnation or other taking, shall be considered “material” if (i) the estimated cost to repair or restore the Improvements to the condition in which they existed immediately prior to such taking exceeds $500,000; (ii) the taking (after accounting for repairs and restoration to be completed by Purchaser with the awards paid to Purchaser) will have a material, adverse effect on the value, marketability, ownership and/or operation of the Property (in the manner owned and operated immediately prior to the taking); (iii) it prohibits, as a matter of applicable law, the rebuilding or repair of the number of parking spaces or Improvements substantially as they currently exist; or (iv) it materially alters or limits access to the Property from the Premises or are rendered wholly untenantablea publicly-dedicated street. If Purchaser timely elects to terminate this Agreement under this Section 7, then upon receipt the exercise of such option by Purchaser, this Agreement shall become null and void, the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be immediately returned to Purchaser, and neither party shall have any further liability or obligations hereunder, except for the Surviving Obligations. Seller and Purchaser hereby agree that the Uniform Vendor and Purchaser Risk Act, Section 5.007 of the Texas Property Code, shall not be applicable to this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained above in this Section 7, in the event that a request from TenantCasualty shall occur with respect to the Property, Landlord shall give Tenant written notice and all or a portion of the losses resulting therefrom (“Landlord’s Notice”but not including any deductibles) are not covered by the property or casualty insurance maintained by Seller with respect to the Property or if Seller is unable to assign its claim to such insured casualty, then, within thirty ten (3010) days after Seller gains knowledge of Tenant’s request of Landlord’s reasonable estimate such Casualty, Seller shall notify Purchaser that: (i) Seller shall provide Purchaser with a credit against the Purchase Price in the amount of the period required to reconstruct reasonable estimated costs for the Premises (which shall be based upon the opinion of Landlord’s engineer repair or architect) and if such period of reconstruction is in excess of 90 days from the date restoration of the casualtyaffected Property by such Casualty, taking (ii) that Seller has elected to terminate this Agreement by reason of the occurrence of such Casualty, or condemnation, Tenant shall have (iii) that Seller has elected to provide Buyer the right to terminate this Lease Agreement by notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date reason of the occurrence of such damageCasualty, taking or condemnationregardless of materiality. If In the Lease event that Seller fails to provide any such notice within such ten (10) day period, Seller shall not be terminated as provided deemed to have elected to proceed in this Section 9accordance with clause (iii) of the preceding sentence. In the event that Seller proceeds in accordance with clause (i) above, then the Lease parties shall remain in full force and effectproceed to Closing (subject to the terms of this Agreement), and all rent and other sums due hereunder from Tenant Seller shall be equitably abated in proportion to provide Purchaser with the portion of applicable credit against the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in Purchase Price. In the event that Tenant is unable Seller elects to use proceed in accordance with clause (ii) above, then the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. In the event that Seller elects to proceed in accordance with clause (iii) above, then Purchaser shall have the right, within ten (10) days after the date on which Seller notifies Purchaser of such election, to (x) terminate this Agreement by written notice to Seller, in which case the Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof, shall be refunded to Purchaser and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (y) proceed to Closing without any portion of credit against or deduction from the Premises.Purchase Price. If Purchaser fails to provide any such notice within such ten

Damage, Destruction or Condemnation. Should In the Premises be damaged by fire event of Damage of or other casualtyAppropriation which would permit Landlord to terminate the Prime Lease, or should all or part (a) if Prime Landlord elects to so terminate the Prime Lease, then, upon such termination of the Premises Prime Lease, this Sublease automatically shall be taken or condemned terminated as of such date of termination provided that if Landlord has the option to terminate the Prime Lease as to part, but not all, of the Subleased Premises, Landlord will not, provided that this Sublease is not then subject to an Event of Default by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant elect to terminate or consent to termination of the Prime Lease as to any portion of the Subleased Premises without the prior written notice (“Landlord’s Notice”) within thirty (30) days consent of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises , and (which shall be based upon the opinion of Landlord’s engineer or architectb) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall have the right to terminate this Lease by notice Sublease on the same basis with respect to this Sublease and the Sublease Premises as to which Landlord given within thirty (30) days after Landlord’s Noticehas the right to terminate the Prime Lease. Further, if Tenant shall be entitled with respect to this Sublease and the Subleased Premises to the same rights provided Landlord does pursuant to Sections 20.4, 20.5, 20.7, 21.4, 21.5 and 21.6 of the Prime Lease, including without limitation, the Rent payable hereunder will xxxxx on the same basis provided under the Prime Lease. If this Sublease is not substantially complete so terminated, the provisions of the Prime Lease with regard to repair and restoration of the Subleased Premises within 90 days after the date of the casualty, taking or condemnationshall control. With respect to any Appropriation, Tenant shall have an additional right be entitled to cancel and terminate this Lease upon delivery any award made to Tenant for relocation expenses or taking of notice personal property or Trade Fixtures belonging to Landlord delivered not more than thirty (30) days after Tenant, as well as any award described in Section 21.6 with respect to the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9Subleased Premises or any portion thereof, then all rent and other sums due hereunder from but Tenant shall be abated during the unexpired portion make no claim related to its loss of leasehold interest under this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the PremisesSublease.

Damage, Destruction or Condemnation. Should In the Premises be damaged event of a condemnation action or casualty damaging the Property before the Closing Date which constitutes substantial damage to the Property, Purchaser shall have the option to terminate this Agreement by fire or other casualty, or should all or part giving Seller written notice of termination within 10 days after Purchaser is notified of the Premises be taken condemnation action or condemned by a competent public authoritycasualty. As used herein, Landlord, with reasonable promptness, "substantial damage" shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is mean damage resulting in costs in excess of 90 days from $500,000 to restore or repair as determined by a licensed general contractor acceptable to Seller. If written notice of termination, signed by Purchaser, is given to Seller within the date 10 day period, this Agreement shall terminate, the Purchaser and Seller shall be relieved of any further obligations and responsibilities under this Agreement; and the Earnest Money and all interest accrued thereon shall be returned to Xxxxxxser. If written notice of termination, signed by Purchaser, is not received by the Seller within the 10 day period, (1) in the event of a condemnation action, Seller shall transfer the Property, together with any rights of Seller in any condemnation award or any action against the condemning authority, less any portion of the casualty, taking or Property taken by condemnation, Tenant and the Purchase Price shall have not be reduced, and (2) in the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Furtherevent of a casualty damaging the Property, if Landlord does Purchaser shall accept the Property as-is and the Purchase Price shall not substantially complete be reduced, provided that, upon completion of the repair and restoration of the Premises within 90 days after Property by Purchaser, if Seller receives any insurance proceeds for such damage from any unrelated third party, Seller shall pay such proceeds to Purchaser to the date extent of the casualty, taking or condemnation, Tenant costs incurred by Purchaser in connection with such repair and restoration. Purchaser agrees that Seller shall have an additional the exclusive right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration proceed against Seller's insurer in connection with recovery of such 90-day periodproceeds and shall exert its diligent efforts to do so if subparagarph (2) herein in applicable. If In the Lease event of a condemnation action or casualty damaging the Property before the Closing Date, Seller shall either repair the damage on or before the Closing Date; or if such repair and restoration cannot be achieved by the Closing Date, then Seller's obligation hereunder shall survive the Closing Date and shall be terminated completed as provided in this Section 9, then all rent and soon as reasonably possible thereafter. Risk of loss to the Property from fire or other sums due hereunder from Tenant casualty shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety borne by Seller until such damage is fully repaired in the event that Tenant is unable to use any portion of the PremisesClosing.9.

Damage, Destruction or Condemnation. Should the Premises be damaged by fire or other casualty, or should If all or a substantial part of the Premises be taken or condemned the Building is rendered untenable or inaccessible by a competent public authoritydamage to all or any part thereof from fire, Landlordthe elements, with accident or other casualty (“Casualty”) then, unless Landlord elects to terminate this Lease as provided below, Landlord shall, at its expense, use reasonable promptness, shall make all necessary repairs efforts to repair and alterations to restore the Premises and the Building, as the case may be, to be fully usable substantially their former condition to the extent permitted by then applicable laws; provided, however, that in no event shall Landlord have any obligation: (i) to make repairs or restoration beyond the extent of insurance proceeds actually received by Landlord for the such repairs or restoration; or (ii) to repair or restore any of Tenant's business’s personal property, trade fixtures, equipment or alterations made by Tenant. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from Landlord is required to repair damage to the Premises or are rendered wholly untenantablethe Building, then upon receipt this Lease shall continue in full force and effect except that: (x) Tenant’s Base Rental from the date of the Casualty through the date of substantial completion of the repair and restoration shall be equitably abated with regard to any portion of the Premises or the Building that Tenant is prevented from using (and actually interferes with Tenant’s use and business) by reason of such damage or its repair; and (y) the Term shall be extended by the number of days necessary to substantially complete the repair and restoration. In no event shall Landlord be liable to Tenant by reason of any injury to or interference with Tenant’s business or property arising from a request from Casualty or by reason of any repairs to any part of the Building or Premises necessitated by such Casualty. Notwithstanding the foregoing, Landlord may elect, by written notice to Tenant, Landlord shall give Tenant written notice to terminate this Lease following damage caused by any Casualty under the following circumstances: (“a) if, in Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct sole judgment, the Premises and the Building cannot be substantially repaired and restored under applicable laws within one hundred twenty (which shall be based upon the opinion of Landlord’s engineer or architect120) and if such period of reconstruction is in excess of 90 days from the date of the casualtyCasualty; (b) if, taking or condemnationin Landlord’s sole judgment, Tenant shall have the right to terminate this Lease by notice adequate proceeds are not, for any reason, made available to Landlord given within thirty (30) days after from Landlord’s Notice. Further, insurance policies to make the required repairs; (c) if Landlord does not substantially complete the repair and restoration fitly percent (50%) or more of the Premises within 90 days after (excluding the Building) is damaged or destroyed; (d) if seventy percent (70%) or more of the Building is damaged or destroyed (including, without limitation, by smoke or water damage), regardless of whether the remainder of the Premises are damaged or destroyed; (e) if the cost to repair or restore the Premises would exceed the proceeds from Landlord’s insurance policies or the Casualty is an uninsured casualty; or (f) if the Casualty occurs during the last eighteen (18) months of the Term, unless Tenant has elected to exercise an available Renewal Option. If during the Term, the whole of the Premises is condemned, or is taken by the power of eminent domain, or there shall occur a transfer in lieu thereof (each a “Taking”), the Lease shall terminate as of the date of such Taking and rent shall be apportioned to the date of the casualtyTaking, taking or condemnation, and Tenant shall have an additional right to cancel and terminate this surrender the Premises accordingly. In the event of a partial Taking, the Lease at Landlord’s sole option may, upon delivery of written notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease Tenant, terminate and rent shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon apportioned to the date of the occurrence Taking and Tenant shall surrender the Premises accordingly. In the event of such damage, taking or condemnation. If a partial Taking of the Premises in which Landlord does not terminate the Lease as provided above, Landlord shall make such repairs and restorations to the Premises as necessitated from such Taking so as to render the Premises useable by Tenant for its intended purpose, provided, however, Landlord shall not be terminated as provided required to expend any sums in this Section 9addition to compensation received from the Taking authority to so restore or repair the Premises. During the period of such restoration or repair, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from if Tenant shall be prevented from utilizing the Premises to conduct its business operations, then Base Rental shall equitably abated in proportion xxxxx during the period of such repairs or restoration, and there shall correspondingly be added to the portion Term the number of days necessary to substantially complete the repairs or restoration. All compensation in any Taking shall be the sole property of Landlord. Damage to the Premises that resulting from the negligence of Tenant is not able to use during such period that or its employees or invitees shall be repaired at the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion expense of the PremisesTenant.

Damage, Destruction or Condemnation. Should the Premises be damaged by fire If, before legal title or other casualty, or should all or part possession of the Premises be taken Property has been transferred to Buyer, any portion of the Property is damaged or condemned by a competent public authoritydestroyed, Landlord, with reasonable promptness, Seller shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's businesspromptly notify Buyer in writing. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able Property so damaged or destroyed without fault of Buyer will cost more than Five Hundred Thousand and No/100 Dollars ($500,000.00) to use during such period that restore as estimated by a licensed general contractor reasonably satisfactory to Buyer and Seller, then Buyer shall have the Premises is being repairedoption to either (i) terminate this Agreement, in which event the rights and obligations of the Parties hereunder shall terminate except as otherwise expressly set forth in this Agreement, and Buyer shall be entitled to a return of the Xxxxxxx Money Deposit, or (ii) proceed with the purchase of the Property without any adjustment to the Purchase Price, in its entirety until which latter case (A) Seller shall assign to Buyer any amounts due from, or pay to Buyer any amounts received from, Seller’s casualty insurance company as a result of the damage or destruction (excepting therefrom any amounts payable for lost rental or other income or items applicable to any period prior to the Closing), less the amount of all costs reasonably incurred by Seller in connection with the repair of such damage is fully repaired in or destruction or collection costs of Seller respecting any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction; and (B) Seller shall credit Buyer with the lesser of (x) an amount equal to the deductible payable by Seller under the applicable casualty insurance policy; or (y) an amount equal to the estimated cost of repair of such damage. In the event such damage will cost less than Five Hundred Thousand and No/100 Dollars ($500,000.00) to restore, then the transaction shall proceed in accordance with clause (ii) above. Seller represents and warrants to Buyer that Tenant Seller shall maintain its currently existing casualty insurance coverage on the Property until the Closing Date. In the event of any damage to the Property which is unable governed by this Section that occurs prior to use any portion the Closing, if necessary, the Scheduled Closing Date may be extended for a period of up to five (5) business days plus the period of time reasonably required for Seller to obtain the required estimate of the Premisescost of repair of such damage.

Damage, Destruction or Condemnation. Should If prior to the Premises be damaged by fire Closing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including, but not limited to, any flood, accident or other casualtycasualty which, according to Seller’s good faith estimate (the “Estimate”), would cost, with respect to the Property, more than the Threshold Amount to repair, or should all any condemnation proceedings are commenced or part overtly threatened which would involve the taking of the Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the PremisesProperty valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Agent within ten (10) days after Buyer’s receipt of Seller’s written Estimate of the amount of such cost or the scope of any taking, to either (a) terminate this Agreement, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Closing, in which case Buyer shall receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing), and Seller shall assign to Buyer its rights to any insurance proceeds or condemnation award received as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to terminate this Agreement. In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the parties shall proceed to the Closing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller’s insurance policy), and Seller shall assign to Buyer its rights to any insurance proceeds received as a result of such event and (y) in the event of a condemnation relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received as a result of such event.

Damage, Destruction or Condemnation. Should If prior to the Premises be damaged by fire Closing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including, but not limited to, any flood, accident or other casualtycasualty which, according to Seller's good faith estimate (the “Estimate”), would cost, with respect to the Property, more than the Threshold Amount to repair, or should all any condemnation proceedings are commenced or part overtly threatened which would involve the taking of the Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the PremisesProperty valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Agent within ten (10) days after Buyer's receipt of Seller's written Estimate of the amount of such cost or the scope of any taking, to either (a) terminate this Agreement, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Closing, in which case Buyer shall receive a credit against the Purchase Price equal to the amount of the deductible under Seller's insurance policies (to the extent not satisfied by Seller prior to Closing), and Seller shall assign to Buyer its rights to any insurance proceeds or condemnation award received as a result of such event. Buyer's failure to deliver such notice within the time period specified shall be deemed to constitute Buyer's election to terminate this Agreement. In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the parties shall proceed to the Closing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller's insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller's insurance policy), and Seller shall assign to Buyer its rights to any insurance proceeds received as a result of such event and (y) in the event of a condemnation relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received as a result of such event.

Damage, Destruction or Condemnation. Should If the Premises demised premises or any part thereof shall be damaged or destroyed by fire or other casualty, Landlord, to the extent of available insurance proceeds, shall promptly repair all such damage and restore the demised premises without expense to Tenant, subject to delays due to adjustment of insurance claims, strikes and other causes beyond Landlord's control. If such damage or should all destruction shall render the premises untenantable in whole or part in part, the rent shall be abated wholly or proportionately as the case may be until the damage shall be repaired and the premises restored, unless such damage or destruction shall have been caused or actively contributed to by Tenant, its agents, servants, employees, invitees or licensees, in which case the rent shall not be abated to any extent whatsoever, If the 92 damage or destruction shall be so extensive as to require the substantial rebuilding (i.e., expenditure of fifty percent (50%) or more of replacement cost) of the Premises be taken building or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore buildings on the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenantdemised premises, Landlord shall give Tenant may elect to terminate this lease by written notice (“Landlord’s Notice”) to Tenant given within thirty (30) days after the occurrence of Tenant’s request such damage or destruction. If in the judgment of Landlord’s reasonable estimate of the period required to reconstruct the Premises Landlord such damage or destruction cannot be repaired and restored within ninety (which shall be based upon the opinion of Landlord’s engineer or architect90) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnationdestruction, Tenant shall have the right to terminate this Lease by lease upon written notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the following such date of the casualtydestruction, taking or condemnationproviding that, Tenant shall have an additional no right of termination if such damage or destruction has been caused or actively contributed to by Tenant, its agents, servants, employees, invitees or licensees. In the event of condemnation, by any governmental authority, of the leased premises or such part thereof as shall substantially impair the ability of Tenant to conduct its business, this lease and the obligations of the parties hereto shall terminate as of the date of occupancy by such governmental authority. All proceeds and awards of condemnation, whether received or judgment of any court, shall be exclusively paid to and owned by Landlord, who shall have the sole right to cancel negotiate and terminate this Lease upon delivery conclude a settlement of notice the condemnation award or to Landlord delivered not more than thirty (30) days after the expiration of litigate such 90-day period. If the Lease shall be terminated as provided award, in this Section 9its sole discretion, then all rent and other sums due hereunder from provided, however, that Tenant shall be abated during entitled to make claim in its own name to the unexpired portion condemning authority for the value of this Leaseloss of business (to the extent that it does not reduce Landlord's award) and for the costs of relocating its business and of any moveable furniture, effective upon the date items of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effectpersonal property, and all rent and other sums due hereunder items belonging to Tenant that can be removed from Tenant shall be equitably abated the premises without in proportion to anyway altering or damaging the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the Premiseslease premises.

Damage, Destruction or Condemnation. Should the Premises be damaged by fire or other casualty, or should all or part of the Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from between the date of this Agreement and the casualtyClosing, taking there occurs any destruction of or condemnationdamage or loss to the Property or any portion thereof from any cause whatsoever, Tenant shall have including, but not limited to, any flood, accident or other casualty which, according to Seller’s good faith estimate (the right “Estimate”), would cost, with respect to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Furtherthe Property, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion Threshold Amount to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repairedrepair, or in its entirety until such damage is fully repaired in any condemnation proceedings are commenced or overtly threatened which would involve the event that Tenant is unable to use taking of any portion of the PremisesProperty valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Agent within ten (10) days after Buyer’s receipt of Seller’s written Estimate of the amount of such cost or the scope of any taking, to either (a) terminate this Agreement, in which case the Deposit shall be delivered to the Buyer and the provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Closing, in which case Buyer shall receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing), and Buyer shall also receive a credit against the Buyer Price equal to the amount of such damage that is not covered by insurance, and Seller shall assign to Buyer its rights to any insurance proceeds or condemnation award received (to the extent not already spent in connection therewith) or to be received as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to terminate this Agreement. In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the parties shall proceed to the Closing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller’s insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller’s insurance policy), and Buyer shall also receive a credit against the Buyer Price equal to the amount of such damage that is not covered by insurance, and Seller shall assign to Buyer its rights to any insurance proceeds received (to the extent not already spent in connection therewith) or to be received as a result of such event and (y) in the event of a condemnation relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received (to the extent not already spent in connection therewith) or to be received as a result of such event.

Damage, Destruction or Condemnation. Should If prior to the Premises be damaged by fire Close of Escrow, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including but not limited to, any fire, flood, accident or other casualtycasualty that, according to the good faith estimate of Seller’s insurance carrier or its adjuster (the “Estimate”), would cost more than Five Hundred Thousand Dollars ($500,000) to repair, or should all any condemnation proceedings are commenced or part of threatened in which the Premises award would be taken Five Hundred Thousand Dollars ($500,000) or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantablemore, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnation, Tenant Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder within ten (10) days after Buyer’s receipt of written notice of the determination of the amount of such cost or award, to either (a) terminate this Agreement, in which case neither Party shall have any further rights or obligations hereunder, except for those that expressly survive the termination of this Agreement, and all funds (including, without limitation, the Deposit) and documents deposited in Escrow shall be returned to the Party depositing the same, or (b) accept the Property in its then condition and proceed with the Close of Escrow in accordance with this Agreement, without adjustment to the Purchase Price (except that there shall be credited against the Purchase Price an amount equal to the deductible under Seller’s insurance coverage for the subject event of casualty), in which case Seller shall assign to Buyer the right to any and all insurance proceeds or condemnation awards recoverable as a result of such event. Buyer’s failure to deliver such notice within the time period specified shall be deemed to constitute Buyer’s election to not terminate this Agreement. In the event the Estimate of the cost of repair or the condemnation award is less than Five Hundred Thousand Dollars ($500,000), then Buyer shall not have the option to terminate this Lease by notice Agreement, and the Parties shall proceed to Landlord given within thirty the Close of Escrow on the terms described in clause (30b) days after Landlord’s Notice. Furtherabove, if Landlord does not substantially complete in which case Seller shall assign to Buyer the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel any and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration all insurance proceeds or condemnation awards recoverable as a result of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the Premises.event..

Damage, Destruction or Condemnation. Should If the Leased Premises be or the property in which a portion of the Leased Premises is located is damaged or destroyed by fire or other casualty, or should all condemned or part taken by eminent domain, to an extent that Lessee determines, in Lessee’s reasonable discretion, that such portion of the Leased Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable is no longer useable for the Tenant's business. If purposes set forth herein, Lessee shall have the Premises are substantially damaged right, within thirty (30) days after the date of such casualty or taken damage, or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request receipt of Landlord’s reasonable estimate notice of such pending condemnation or taking, to deliver written notice to Lessor terminating this Lease as to such portion of the period required to reconstruct the Premises (which shall be based upon the opinion Leased Premises, with such termination effective as of Landlord’s engineer or architect) and if such period of reconstruction is in excess of 90 days from the date of the such casualty, taking damage, or condemnationtaking. If, Tenant shall have the right to terminate following any casualty, damage, or taking, this Lease by notice is not terminated as set forth in the previous sentence, Lessor shall, at Lessor’s expense, promptly and in a good and workmanlike manner, restore such portion of the Leased Premises and the property in which it is located to Landlord given within thirty (30) days after Landlord’s Noticeits condition prior to such casualty, damage, or taking. FurtherIf, if Landlord does not substantially complete the during repair and restoration of the Premises within 90 days after the date damaged portions of the casualtyproperties or Leased Premises, taking all or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the PremisesLeased Premises is deemed unusable by Lessee, in Lessee’s reasonable discretion, then Base Rent shall be abated with respect to such portion of the Leased Premises until such time as such portion of the Leased Premises is again usable for Lessee’s intended use.

Damage, Destruction or Condemnation. Should If, during the Premises Contract Period, there shall be damaged by fire damage or other casualty, destruction to the Improvements or should all or part if any portion of the Premises be Land is taken or condemned formally threatened by eminent domain, then Seller shall promptly notify Buyer and the provisions of this Section shall apply. 8.1.1 The parties hereby acknowledge and agree the Buyer’s intended use of the Land contemplates the Buyer’s demolition of the existing Improvements. In case of damage or destruction, any casualty insurance proceeds for damage or destruction during the Contract Period shall be retained by Seller and Buyer shall receive no credit against the Purchase Price at Closing and Buyer shall have no claim against any insurance proceeds. The previous provisions to the contrary notwithstanding, at Closing, Buyer shall receive a competent public authority, Landlord, with reasonable promptness, shall make all necessary repairs and alterations credit against the Purchase Price in an amount equal to restore the Premises estimated costs to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate incurred by Buyer in removing and disposing of the period required to reconstruct debris resulting from damage or destruction of the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is improvements by casualty in excess of 90 days from the date of the casualty, taking or condemnation, Tenant shall those that Buyer would have the right to terminate this Lease by notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the date of the casualty, taking or condemnation, Tenant shall have an additional right to cancel and terminate this Lease upon delivery of notice to Landlord delivered not more than thirty (30) days after the expiration of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of incurred but for the occurrence of such damagecasualty. In such event, taking or the Buyer and Seller shall each obtain a reputable third party quote for such work and the credit at Closing shall be in an amount equal to the average of the two (2) quotes. 8.1.2 In the case of condemnation, all awards for condemnation occurring during the Contract Period previously received by Seller shall be credited against the Purchase Price at the Closing. Notwithstanding anything to the contrary contained in the foregoing, if the value of the Property taken by condemnation (as estimated by an appraiser mutually acceptable to and compensated jointly by Buyer and Seller) is greater than Five Hundred Thousand Dollars ($500,000), then Buyer may terminate this Agreement upon notice given to Seller within ten (10) Business Days after receipt of such appraisal. Upon such termination, Seller shall cause the return of the Deposit to Buyer and the parties shall have no further rights and obligations under this Agreement except those that expressly survive such termination. If Buyer does not elect to terminate this Agreement, then Seller shall assign to Buyer all rights to receive an award for such condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effect, and all rent and other sums due hereunder from Tenant shall be equitably abated in proportion to the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the Premises.8.2

Damage, Destruction or Condemnation. Should 1301. Before Closing, all risk of loss to the Premises be damaged Property by fire or other casualtycasualty shall be upon GTP. If, before Closing, there occurs damage to or should all or part destruction of any of the Premises be taken or condemned by a competent public authoritybuildings located on the Property, Landlord, with reasonable promptness, shall make all necessary repairs and alterations to restore the Premises to be fully usable for the Tenant's business. If the Premises are substantially damaged or taken or condemned such that Tenant cannot reasonably conduct its business from the Premises or are rendered wholly untenantable, then upon receipt of a request from Tenant, Landlord shall give Tenant written notice (“Landlord’s Notice”) within thirty (30) days of Tenant’s request of Landlord’s reasonable estimate of the period required to reconstruct the Premises (which shall be based upon the opinion of Landlord’s engineer or architect) and if such period of reconstruction is would cost in excess of 90 days from the date FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS to repair, Seller shall promptly file a claim under its applicable insurance policies for such casualty (including loss of the casualtyrents insurance), taking or condemnation, Tenant and Buyer shall have the option (a) to proceed with Closing and to receive at Closing an assignment of Seller’s insurance proceeds with respect to said damage, except for the insurance proceeds attributable to the loss of rents before Closing and any costs incurred by Seller to protect or repair the Property, and Buyer shall receive a credit at Closing in the amount of Seller’s deductible under its insurance policy, or (b) to terminate this Agreement. If Buyer elects to terminate this Agreement, Buyer shall send a written termination notice to Seller and to Escrow Agent within ten (10) Business Days after Buyer receives notice of such damage or destruction. If necessary, Closing Date shall be extended to allow Buyer at least ten (10) Business Days within which to make said election. If Buyer does not send such notice within such time, Buyer shall be conclusively deemed to have elected to proceed with Closing, subject to receipt of the insurance proceeds and credit described above, and shall not have any further right to terminate this Lease by notice Agreement because of such damage or destruction. If Buyer properly terminates this Agreement pursuant to Landlord given within thirty (30) days after Landlord’s Noticethis Section, the Exxxxxx Money shall be returned to Buyer, and neither party shall have any further duties, obligations or liabilities to the other under this Agreement except for the Continuing Obligations. FurtherIf, if Landlord does not substantially complete the repair and restoration before Closing, there occurs damage to or destruction of any of the Premises within 90 days after the date buildings located at any of the casualtyProperty that would cost FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS or less to repair, taking then, in such event, Seller agrees (x) to repair such damage prior to Closing, or condemnationat Seller’s option, Tenant shall have to allow Buyer a credit against the Purchase Price in an additional right amount equal to cancel and terminate this Lease upon delivery the estimated cost of notice to Landlord delivered not more than thirty (30) days after repair plus the expiration estimated rents that Buyer will lose as a result of such 90-day period. If the Lease shall be terminated as provided in this Section 9, then all rent and other sums due hereunder from Tenant shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such said damage, taking or condemnation. If the Lease shall not be terminated as provided in (y) this Section 9, then the Lease Agreement shall remain in full force and effect, and all rent and other sums due hereunder from Tenant (z) Buyer shall be equitably abated in proportion obligated to proceed with the portion purchase of the Premises that Tenant is not able Property at the Purchase Price (less any credit pursuant to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the Premisesclause (x) above).

Damage, Destruction or Condemnation. Should If the Premises demised premises or any part thereof shall be damaged or destroyed by fire or other casualty, or should all or part of the Premises be taken or condemned by a competent public authority, Landlord, with reasonable promptnessto the extent of available insurance proceeds, shall make promptly repair all necessary repairs such damage and alterations to restore the Premises demised premises without expense to Tenant, subject to delays due to adjustment of insurance claims, strikes and other causes beyond Landlord's control. If such damage or destruction shall render the premises untenantable in whole or in part, the rent shall be fully usable for abated wholly or proportionately as the case may be until the damage shall be repaired and the premises restored, unless such damage or destruction shall have been caused or actively contributed to by Tenant's business, its agents, servants, employees, invitees or licensees, in which case the rent shall not be abated to any extent whatsoever. If the Premises are substantially damaged damage or taken destruction shall be so extensive as to require the substantial rebuilding (i.e., expenditure of fifty percent (50%) or condemned such that Tenant cannot reasonably conduct its business from more of replacement cost) of the Premises building or are rendered wholly untenantable, then upon receipt of a request from Tenantbuildings on the demised premises, Landlord shall give Tenant may elect to terminate this lease by written notice (“Landlord’s Notice”) to Tenant given within thirty (30) days after the occurrence of Tenant’s request such damage or destruction. If in the judgment of Landlord’s reasonable estimate of the period required to reconstruct the Premises Landlord such damage or destruction cannot be repaired and restored within ninety (which shall be based upon the opinion of Landlord’s engineer or architect90) and if such period of reconstruction is in excess of 90 days from the date of the casualty, taking or condemnationdestruction, Tenant shall have the right to terminate this Lease by lease upon written notice to Landlord given within thirty (30) days after Landlord’s Notice. Further, if Landlord does not substantially complete the repair and restoration of the Premises within 90 days after the following such date of the casualtydestruction, taking or condemnationproviding that, Tenant shall have an additional no right of termination if such damage or destruction has been caused or actively contributed to by Tenant, its agents, servants, employees, invitees or licensees. In the event of condemnation, by any governmental authority, of the leased premises or such part thereof as shall substantially impair the ability of Tenant to conduct its business, this lease and the obligations of the parties hereto shall terminate as of the date of occupancy by such governmental authority. All proceeds and awards of condemnation, whether received or judgment of any court, shall be exclusively paid to and owned by Landlord, who shall have the sole right to cancel negotiate and terminate this Lease upon delivery conclude a settlement of notice the condemnation award or to Landlord delivered not more than thirty (30) days after the expiration of litigate such 90-day period. If the Lease shall be terminated as provided award, in this Section 9its sole discretion, then all rent and other sums due hereunder from provided, however, that Tenant shall be abated during entitled to make claim in its own name to the unexpired portion condemning authority for the value of this Leaseloss of business (to the extent that it does not reduce Landlord's award) and for the costs of relocating its business and of any moveable furniture, effective upon the date items of the occurrence of such damage, taking or condemnation. If the Lease shall not be terminated as provided in this Section 9, then the Lease shall remain in full force and effectpersonal property, and all rent and other sums due hereunder items belonging to Tenant that can be removed from Tenant shall be equitably abated the premises without in proportion to anyway altering or damaging the portion of the Premises that Tenant is not able to use during such period that the Premises is being repaired, or in its entirety until such damage is fully repaired in the event that Tenant is unable to use any portion of the Premiseslease premises.