ten (10) Business Day period
for the Purchaser to respond as set forth in this Section 6.1.
Section 6.2.
Condemnation.
(A)
IN THE EVENT THAT ALL OR ANY MATERIAL PORTION OF ANY PROPERTY
SHOULD BE TAKEN BY RIGHT OF EMINENT DOMAIN OR TRANSFERRED IN ANTICIPATION
THEREOF OR SUBJECT TO AN ACTION FOR CONDEMNATION UNDER THE RIGHT OF EMINENT
DOMAIN, PRIOR TO THE CLOSING, THE SELLERS SHALL FIVE (5) BUSINESS DAYS AFTER
RECEIPT OF NOTICE THEREOF TO NOTIFY THE PURCHASER OF SUCH CONDEMNATION AND THE
PURCHASER MAY ELECT EITHER TO:
(I)
SUBJECT TO CLAUSE (III) BELOW, REJECT ANY PROPERTY AFFECTED BY
SUCH CONDEMNATION AND THE PURCHASER SHALL HAVE NO FURTHER OBLIGATIONS OR
LIABILITIES WITH RESPECT TO SUCH PROPERTY HEREUNDER AND SHALL BE ENTITLED TO A
CREDIT TOWARD THE PURCHASE PRICE IN AN AMOUNT EQUAL TO THE ALLOCATED VALUE FOR
EACH SUCH PROPERTY;
(II)
CLOSE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT WITHOUT
REJECTING ANY SUCH PROPERTY AFFECTED BY SUCH CONDEMNATION AND WITHOUT A
REDUCTION IN THE PURCHASE PRICE; OR
(III)
TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE SELLERS AND THE
ESCROW AGENT IN THE EVENT THAT MORE THAN THREE (3) PROPERTIES HAVE BEEN TREATED
AS REJECTED PROPERTIES PURSUANT TO SECTION 10.3 OF THIS AGREEMENT (IT BEING
ACKNOWLEDGED AND AGREED THAT THE FIRST PROPERTY REJECTED PURSUANT TO ARTICLE 6
AS A RESULT OF ANY CASUALTY OR CONDEMNATION SHALL NOT BE DEEMED TO BE A REJECTED
PROPERTY, PROVIDED, HOWEVER, THAT, ANY ADDITIONAL PROPERTIES REJECTED
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PURSUANT TO ARTICLE 6 AS A RESULT OF ANY CASUALTY OR CONDEMNATION SHALL
THEREAFTER BE DEEMED TO BE REJECTED PROPERTIES), WHEREUPON THE DEPOSIT SHALL
PROMPTLY BE RETURNED BY THE ESCROW AGENT TO THE PURCHASER AND THE PARTIES HERETO
SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THOSE THAT
SPECIFICALLY SURVIVE THE TERMINATION.
(B)
IN THE EVENT OF ANY CONDEMNATION (I) WITH RESPECT TO WHICH THE
PURCHASER DOES NOT HAVE THE RIGHT TO REJECT ANY PROPERTY AFFECTED BY SUCH
CONDEMNATION PURSUANT TO SECTION 6.2(A)(I) OR (II) WITH RESPECT TO WHICH THE
PURCHASER ELECTS TO PROCEED UNDER SECTION 6.2(A)(II), THE PURCHASER SHALL
PURCHASE THE ASSETS, TO THE EXTENT OTHERWISE REQUIRED IN THIS AGREEMENT, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT (WITHOUT REDUCTION OF THE PURCHASE
PRICE) AND, SUBJECT TO THE TERMS AND PROVISIONS OF THE APPLICABLE LEASE
DOCUMENTS, THE SELLERS SHALL ASSIGN TO THE PURCHASER AT CLOSING ALL CONDEMNATION
PROCEEDS PAID OR PAYABLE AS A RESULT OF SUCH CONDEMNATION.
THE PURCHASER SHALL
BE DEEMED TO HAVE ELECTED TO PROCEED UNDER SECTION 6.2(A)(II) UNLESS, WITHIN
FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING, THE PURCHASER PROVIDES THE SELLERS
WITH WRITTEN NOTICE (EACH, A "CONDEMNATION REJECTION NOTICE") THAT THE PURCHASER
ELECTS TO REJECT ANY PROPERTY AFFECTED BY SUCH CONDEMNATION PURSUANT TO
SECTION 6.2(A)(I).
THE PROVISIONS OF THIS SECTION 6.2(B) SHALL SURVIVE THE
CLOSING.
(C)
THE SELLERS SHALL NOT SETTLE OR COMPROMISE ANY CONDEMNATION CLAIM
OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED AND THE PURCHASER
SHALL