In the event that prior to a Closing, all or one any portion of the Property or any rights or easements therein shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, and the same, in Purchaser’s reasonable opinion, would have a materially adverse impact upon Purchaser’s proposed development of the Property, Purchaser shall, within seven (7) calendar days after having received notice thereof from Seller (which notice Seller agrees to provide to Purchaser after receipt by Seller of any notice of condemnation, eminent domain or like process), elect in a writing delivered to Seller to either: # continue this Contract in full force and effect, notwithstanding such taking or threatened taking, in which case Purchaser shall be required to continue the purchase of the Property for the Purchase Price and at the applicable Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any condemnation awards attributable to the applicable Property; or # terminate this Contract and obtain a full refund of the Earnest Money deposit. Failure of Purchaser to make a written election as aforesaid shall constitute an election of alternative # above.

In the event thatIf, prior to a Closing, all or one any portion of the PropertyClosing Date, the Property, or any rights or easements thereinpart thereof, is taken by eminent domain, this Agreement shall become null and void at Buyer's option, exercised, if at all, by written notice to Seller within ten (10) days after Buyer has received written notice from Seller of said taking by eminent domain. If Buyer fails to provide such written notice within such ten-day period provided for above in this [Subparagraph 16c], Buyer shall be taken by condemnation or rights of eminent domain or like process, ordeemed to have elected to proceed to consummate the purchase contemplated herein notwithstanding such taking. If Buyer elects to proceed to consummate the purchase despite said taking, there shall be threatened therewith, and the same, in Purchaser’s reasonable opinion, would have a materially adverse impact upon Purchaser’s proposed development of the Property, Purchaser shall, within seven (7) calendar days after having received notice thereof from Seller (which notice Seller agrees to provide to Purchaser after receipt by Seller of any notice of condemnation, eminent domainno reduction in, or like process), elect in a writing delivered to Seller to either: # continue this Contract in full force and effect, notwithstanding such taking or threatened taking, in which case Purchaser shall be required to continue the purchase of the Property forabatement of, the Purchase PricePrice, and at the applicable Closing, Seller shall assign to Purchaser all of Seller’Buyer the Seller's right, titletitle, and interest in and to any award made, or to be made, in the condemnation awards attributableproceeding pro-rata in relation to the applicable Property; or # terminate this Contract and obtain a full refundProperty, subject to rights of any Tenant of the Earnest Money deposit. Failure of Purchaser to make a written election as aforesaid shall constitute an election of alternative # above.Property.

Condemnation. In the event that prior to a Closing, all or one any portionpart of the Property or any rights or easements therein shall beis taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith,proceeding between the date of this Agreement and the same, in Purchaser’s reasonable opinion, would have a materially adverse impact upon Purchaser’s proposed developmentClosing Date, Buyer may # cancel this Agreement, if the part of the Property so taken is material to the use or value of the Property, Purchaser shall, within seven (7) calendar days after having received notice thereof from Seller (which notice Seller agreesor # take title subject to provide to Purchaser after receipt by Seller of any notice of condemnation, eminent domainsuch condemnation or like process), elect in a writing delivered to Seller to either: # continue this Contract in full forcetaking and effect, notwithstanding such taking or threatened taking, in which case Purchaser shall be required to continuereceive the purchase of the Property for the Purchase Priceproceeds thereof, and at the applicable Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest in andrights to any condemnation awards attributableunpaid proceeds to the applicable Property; or # terminate this Contract and obtain a full refundBuyer at Closing. Buyer shall notify Seller of its election not more than fifteen (15) days after notice from Seller of the Earnest Money deposit. Failureoccurrence of Purchaserthe condemnation or taking and the extent thereof. If Buyer shall elect to makecancel this Agreement pursuant to # above in a written election as aforesaidtimely manner, then this Agreement shall constitute an election of alternative # above.be null and void and Buyer shall be entitled to receive back the Deposit.

10.2Condemnation. In the event that prior toany proceedings or negotiations are instituted which do or may result in a Closing, alltaking by condemnation or one any portioneminent domain of the Property or any rights or easements thereinportion thereof, Seller shall be taken bypromptly notify Purchaser thereof, describing the nature and extent thereof. In the event of such condemnation or rights of eminent domain proceedings which affect the entire Property or like process, orany portion thereof which would materially interfere with the use of the Property for Purchaser’s intended purpose, Purchaser shall be threatened therewith,have the right on notice to Seller and the same, in Purchaser’s reasonable opinion, wouldEscrow Agent to terminate this Agreement, and, except as expressly provided herein, neither party shall have a materially adverse impact upon Purchaser’s proposed developmentany further rights hereunder. For purposes of this [Section 10.2], “materially interfere” shall mean that the location of the Property, Purchaser shall, within seven (7) calendar days after having received notice thereof from Seller (which notice Seller agreesland taken in condemnation prevents reasonable use and/or ingress or egress to provide to Purchaser after receipt by Seller of any notice of condemnation, eminent domainthe Property. If this Agreement is not so terminated, or like process), elect in a writing delivered to Seller to either: # continue this Contract in full force and effect, notwithstandingif such taking or threatened taking, in which case Purchaser shall be required to continueproceedings do not materially affect the purchaseuse of the Property for the Purchaser’s intended purpose, Purchaser shall close title on the Closing Date and shall pay the entire Purchase Price, but Purchaser shall be entitled to a credit against the Purchase Price and atfor the applicable Closing,amount of any condemnation award received by Seller on account of such proceedings, net of any costs incurred by Seller in obtaining such condemnation award. If the award has not been paid to Seller on the Closing Date, Seller shall then assign to Purchaser all of Seller’s right, title and interest in and to all awards payable by reason thereof, net of any costs incurred by Seller in obtaining such condemnation awards attributableawards. In the event that title closes prior to the applicable Property; or # terminate this Contractcompletion of condemnation proceedings, Purchaser shall have the option to have Seller assign all of its rights and obtain a full refund ofinterest in said proceedings to Purchaser, providing Purchaser with its complete files and documentation with respect to said proceedings, Purchaser thereafter being entitled to pursue any claims in Seller’s name with Seller cooperating with respect to providing proper authorization to the Earnest Money deposit. Failure of Purchaser in order to make a written election as aforesaid shall constitute an election of alternative # above.pursue said claims to conclusion and for Purchaser’s benefit.

InCondemnation. If proceedings in eminent domain (or conveyance in lieu thereof) are instituted with respect to any of the event that prior to a Closing, allProperties or one any portion thereof and # the value of the Property or Properties subject to such proceedings exceeds $1,000,000.00, or # access to the Property is materially and adversely affected by such proceeding (provided, however, in no event shall any rightseminent domain proceeding or easements thereinconveyance in lieu thereof that results in the termination of the Roadway Lease or otherwise restricts, terminates, modifies or affects in any way the use of the premises thereunder be considered a material or adverse effect on such access), then ​ may, at its option and in its sole discretion, by written notice to ​ given within ten (10) days after ​ notifies ​ in writing of such proceedings (and if necessary the Closing Date shall be taken by condemnation or rights of eminent domain or like process, or shall be threatened therewith, andautomatically extended to give ​ the same, in Purchaser’s reasonable opinion, would have a materially adverse impact upon Purchaser’s proposed development of the Property, Purchaser shall, within seven (7) calendar days after having received notice thereof from Seller (which notice Seller agreesfull ten-day period to provide to Purchaser after receipt by Seller of any notice of condemnation, eminent domain or like process)make such election), elect in a writing delivered to Seller to either: # continueterminate this Contract in full force and effect, notwithstanding such taking or threatened taking,Agreement as to the affected Property, in which case Purchaser shall be required to continue the purchaseportion of the Earnest Money equal to the product of the Earnest Money multiplied by a fraction, the numerator of which is the Allocated Purchase Price for such Property foror Properties and the denominator of which is the Purchase Price shall be immediately returned to ​ and the parties hereto shall have no further rights or obligations with respect to said Property or Properties, other than those that by their terms survive the termination of this Agreement, or # proceed under this Agreement, in which event ​ shall, at the applicable Closing, Seller shall assign to Purchaser all of Seller’s​ its entire right, title and interest in and to any condemnation awards attributableaward, and ​ shall have the sole right after the Closing to negotiate and otherwise deal with the applicable Property;condemning authority in respect of such matter. If ​ does not give ​ written notice of its election within the time required above, or # terminate this Contract and obtain a full refund ofif the Earnest Money deposit. Failure of Purchasereminent domain proceeding (or conveyance in lieu thereof) does not meet the thresholds set forth in [subsections (i) or (ii)])] above, then ​ shall be deemed to make a written election as aforesaid shall constitute an election of alternativehave elected option # above.