SELLER ELECTS TO COMMENCE ANY REPAIR,
REPLACEMENT OR RESTORATION OF THE PROPERTY PRIOR TO CLOSING, THEN SELLER SHALL
BE ENTITLED TO RECEIVE AND APPLY AVAILABLE INSURANCE PROCEEDS TO ANY PORTION OF
SUCH REPAIR, REPLACEMENT OR RESTORATION COMPLETED OR INSTALLED PRIOR TO CLOSING,
WITH PURCHASER BEING RESPONSIBLE FOR COMPLETION OF SUCH REPAIR, REPLACEMENT OR
RESTORATION AFTER CLOSING FROM THE BALANCE OF ANY AVAILABLE INSURANCE PROCEEDS.
TO THE EXTENT THAT ANY REPAIR, REPLACEMENT OR RESTORATION OF A CASUALTY HAS BEEN
COMMENCED BY SELLER PRIOR TO CLOSING, THEN THE PROPERTY CONTRACTS FOR THE
PROPERTY SHALL INCLUDE, AND PURCHASER SHALL ASSUME AT CLOSING, ALL CONSTRUCTION
AND OTHER CONTRACTS ENTERED INTO BY SELLER IN CONNECTION WITH SUCH REPAIR,
REPLACEMENT OR RESTORATION; PROVIDED, HOWEVER, PURCHASER SHALL HAVE THE RIGHT TO
REASONABLY APPROVE ALL SUCH CONSTRUCTION AND OTHER CONTRACTS IT SHALL BE
ASSUMING AT CLOSING PRIOR TO SELLER'S EXECUTION THEREOF.
THE PROVISIONS OF THIS
SECTION 11.3 SHALL SURVIVE THE CLOSING AND DELIVERY OF THE DEEDS TO PURCHASER.
ARTICLE XII
EMINENT DOMAIN
12.1
EMINENT DOMAIN.
IF, AT THE TIME OF CLOSING, ANY "MATERIAL" PART
OF THE PROPERTY IS (OR AFTER THE EFFECTIVE DATE HAS BEEN) ACQUIRED, OR IS ABOUT
TO BE ACQUIRED, BY ANY GOVERNMENTAL AGENCY BY THE POWERS OF EMINENT DOMAIN OR
TRANSFER IN LIEU THEREOF (OR IN THE EVENT THAT AT SUCH TIME THERE IS ANY NOTICE
OF ANY SUCH ACQUISITION OR INTENT TO ACQUIRE BY ANY SUCH GOVERNMENTAL AGENCY),
PURCHASER SHALL HAVE THE RIGHT, AT PURCHASER'S OPTION, TO GIVE A TERMINATION
NOTICE TO SELLER'S REPRESENTATIVE.
FOR PURPOSES OF THIS SECTION 12.1 ONLY, AN
EMINENT DOMAIN OR TRANSFER IN LIEU THEREOF SHALL BE DEEMED "MATERIAL" IF IT
RESULTS IN (A) A LOSS THAT IS GREATER THAN $250,000 OR (B) THE TAKING OF THE
ACCESS TO THE PROPERTY, AS APPLICABLE.
IF THIS CONTRACT IS NOT TERMINATED, THIS
TRANSACTION SHALL BE CLOSED IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT FOR
THE FULL PURCHASE PRICE FOR THE PROPERTY AND PURCHASER SHALL RECEIVE THE FULL
BENEFIT OF ANY CONDEMNATION AWARD.
IF THIS CONTRACT IS TERMINATED IN WHOLE OR
IN PART FROM SUCH CONDEMNATION, PURCHASER SHALL RECOVER THE DEPOSIT (SUBJECT TO
PURCHASER'S OBLIGATION UNDER SECTION 3.5.2 TO RETURN OR CERTIFY THE DESTRUCTION
ALL THIRD PARTY REPORTS AND INFORMATION AND MATERIALS PROVIDED TO PURCHASER AS A
PRE-CONDITION TO A RETURN OF THE DEPOSIT).
ARTICLE XIII
MISCELLANEOUS
13.1
BINDING EFFECT OF CONTRACT.
THIS CONTRACT SHALL NOT BE BINDING ON
ANY PARTY UNTIL EXECUTED BY BOTH PURCHASER AND SELLER.
AS PROVIDED IN
SECTION 2.3.5 AND SECTION 9.3 ABOVE, NEITHER THE ESCROW AGENT'S NOR THE BROKER'S
EXECUTION OF THIS CONTRACT SHALL BE A PREREQUISITE TO ITS EFFECTIVENESS.
13.2
EXHIBITS AND SCHEDULES.
ALL EXHIBITS AND SCHEDULES, WHETHER OR
NOT ANNEXED HERETO, ARE A PART OF THIS CONTRACT FOR ALL PURPOSES.
13.3
ASSIGNABILITY.
THIS CONTRACT IS NOT ASSIGNABLE BY PURCHASER
WITHOUT FIRST OBTAINING THE PRIOR WRITTEN APPROVAL OF THE SELLER'S
REPRESENTATIVE, EXCEPT THAT PURCHASER MAY ASSIGN THIS CONTRACT TO ONE OR MORE
ENTITIES SO LONG AS (A) PURCHASER IS AN AFFILIATE OF THE PURCHASING ENTITY(IES),
(B)