THERE SHALL BE NO ABATEMENT OF THE PURCHASE
PRICE AND THE SELLER OF SUCH INDIVIDUAL PROPERTY SHALL ASSIGN TO BUYER (WITHOUT
RECOURSE) ON THE CLOSING DATE THE RIGHTS OF SUCH SELLER TO ANY PORTION OF THE
AWARD THAT HAS NOT BEEN USED BY SUCH SELLER TO RESTORE OR REBUILD THE APPLICABLE
INDIVIDUAL PROPERTY, IF ANY, FOR THE TAKING, AND BUYER SHALL BE ENTITLED TO
RECEIVE AND KEEP ALL AWARDS FOR THE TAKING OF THE APPLICABLE INDIVIDUAL PROPERTY
OR SUCH PORTION THEREOF. FURTHERMORE, BUYER SHALL HAVE THE RIGHT TO APPROVE ANY
SETTLEMENT WITH THE APPLICABLE GOVERNMENTAL AUTHORITY, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED. IN THE EVENT THERE IS A MATERIAL
TAKING OF A PORTION OF AN INDIVIDUAL PROPERTY, BUYER SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT AS TO THE INDIVIDUAL PROPERTY OR THE PORTFOLIO IN WHICH
SUCH INDIVIDUAL PROPERTY IS LOCATED BY DELIVERING WRITTEN NOTICE TO THE
APPLICABLE SELLERS WITHIN TEN (10) BUSINESS DAYS AFTER RECEIVING WRITTEN NOTICE
OF SUCH MATERIAL TAKING (WHICH NOTICE SHALL INCLUDE ALL DOCUMENTATION RELATED
THERETO IN SUCH SELLER'S POSSESSION), IN WHICH EVENT BUYER SHALL BE ENTITLED TO
A RETURN OF THE PORTION OF THE DEPOSIT ALLOCABLE TO SUCH INDIVIDUAL PROPERTY OR
PORTFOLIO, AS APPLICABLE, PROVIDED THAT BUYER IS NOT THEN IN DEFAULT HEREUNDER
AFTER ALL APPLICABLE NOTICE AND CURE PERIODS, AND A CORRESPONDING REDUCTION IN
PURCHASE PRICE SHALL BE MADE AT CLOSING. AS USED HEREIN, THE TERM "MATERIAL
TAKING" SHALL MEAN A TAKING THAT (1) PERMITS TENANTS THAT OCCUPY MORE THAN
FIFTEEN PERCENT (15%) IN THE AGGREGATE OF THE RENTABLE SQUARE FEET OF SPACE
WITHIN A BUILDING TO TERMINATE THEIR LEASES, AND SUCH TENANTS DO NOT WAIVE SUCH
TERMINATION RIGHT IN WRITING, OR (2) REQUIRES MORE THAN ********** TO
49
REPAIR, (3) MATERIALLY AND ADVERSELY AFFECTS A BUILDING IN A MANNER THAT CANNOT
BE REPAIRED, (4) PERMANENTLY TAKES A MATERIAL PORTION OF THE PARKING SPACES
AVAILABLE TO A BUILDING, WHICH WOULD COST IN EXCESS OF ********** TO REPLACE,
(5) PERMANENTLY MATERIALLY AND ADVERSELY IMPACTS VEHICULAR ACCESS TO A BUILDING,
(6) AS TO UNDEVELOPED LAND, MATERIALLY AND ADVERSELY AFFECTS BUYER'S INTENDED
DEVELOPMENT OF THE LAND, OR (7) THAT IS NOT A CONDEMNATION OF A LEASEHOLD
INTEREST.
SECTION 16.2.
CASUALTY.
(A)
IF, PRIOR TO THE CLOSING DATE, A MATERIAL PART (AS DEFINED BELOW) OF ANY
INDIVIDUAL PROPERTY IS DESTROYED OR DAMAGED BY FIRE OR OTHER CASUALTY, THE
SELLER OF SUCH INDIVIDUAL PROPERTY SHALL PROMPTLY NOTIFY BUYER OF SUCH FACT
("MATERIAL DAMAGE NOTICE").
THEREAFTER, SUCH SELLER SHALL ENGAGE THE ARCHITECT
(AS DEFINED BELOW) TO CERTIFY TO SUCH SELLER AND BUYER, WITH REASONABLY ADEQUATE
SUPPORTING DOCUMENTATION, WHETHER THE AVAILABLE RESTORATION FUNDS (AS DEFINED
BELOW) ARE SUFFICIENT TO RESTORE SUCH INDIVIDUAL PROPERTY TO SUBSTANTIALLY ITS
SAME CONDITION AND TO PROVIDE SUFFICIENT REVENUE TO REPLACE RENTAL REVENUE LOST
AS A RESULT OF SUCH CASUALTY.
AFTER THE ARCHITECT MAKES ITS DETERMINATION,
SELLER SHALL SO NOTIFY BUYER IN WRITING (THE "SECOND NOTICE"), WHICH SHALL
CONTAIN ARCHITECT'S DETERMINATION, AND ALL SUPPORTING DOCUMENTATION. IF THE
ARCHITECT DETERMINES THAT THE AVAILABLE