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.

If, prior to the Closing Date, the Property, or any part 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 deemed 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 no reduction in, or abatement of, the Purchase Price, and Seller shall assign to Buyer the Seller's right, title, and interest in and to any award made, or to be made, in the condemnation proceeding pro-rata in relation to the Property, subject to rights of any Tenant of the Property.

Condemnation. In the event that all or part of the Property is taken by condemnation or eminent domain proceeding between the date of this Agreement and the Closing Date, Buyer may # cancel this Agreement, if the part of the Property so taken is material to the use or value of the Property, or # take title subject to such condemnation or taking and receive the proceeds thereof, and Seller shall assign all of Seller’s rights to unpaid proceeds to Buyer at Closing. Buyer shall notify Seller of its election not more than fifteen (15) days after notice from Seller of the occurrence of the condemnation or taking and the extent thereof. If Buyer shall elect to cancel this Agreement pursuant to # above in a timely manner, then this Agreement shall be null and void and Buyer shall be entitled to receive back the Deposit.

10.2Condemnation. In the event any proceedings or negotiations are instituted which do or may result in a taking by condemnation or eminent domain of the Property or any portion thereof, Seller shall promptly notify Purchaser thereof, describing the nature and extent thereof. In the event of such condemnation or eminent domain proceedings which affect the entire Property or any portion thereof which would materially interfere with the use of the Property for Purchaser’s intended purpose, Purchaser shall have the right on notice to Seller and the Escrow Agent to terminate this Agreement, and, except as expressly provided herein, neither party shall have any further rights hereunder. For purposes of this [Section 10.2], “materially interfere” shall mean that the location of the land taken in condemnation prevents reasonable use and/or ingress or egress to the Property. If this Agreement is not so terminated, or if such proceedings do not materially affect the use 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 for the 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. In the event that title closes prior to the completion of condemnation proceedings, Purchaser shall have the option to have Seller assign all of its rights and interest 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 Purchaser in order to pursue said claims to conclusion and for Purchaser’s benefit.

Condemnation. If proceedings in eminent domain (or conveyance in lieu thereof) are instituted with respect to any of the Properties or 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 eminent domain proceeding or conveyance 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 [[Purchaser:Organization]] may, at its option and in its sole discretion, by written notice to [[Seller:Organization]] given within ten (10) days after [[Seller:Organization]] notifies [[Purchaser:Organization]] in writing of such proceedings (and if necessary the Closing Date shall be automatically extended to give [[Purchaser:Organization]] the full ten-day period to make such election), either: # terminate this Agreement as to the affected Property, in which case the portion 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 or Properties and the denominator of which is the Purchase Price shall be immediately returned to [[Purchaser:Organization]] 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 [[Seller:Organization]] shall, at the Closing, assign to [[Purchaser:Organization]] its entire right, title and interest in and to any condemnation award, and [[Purchaser:Organization]] shall have the sole right after the Closing to negotiate and otherwise deal with the condemning authority in respect of such matter. If [[Purchaser:Organization]] does not give [[Seller:Organization]] written notice of its election within the time required above, or if the eminent domain proceeding (or conveyance in lieu thereof) does not meet the thresholds set forth in [subsections (i) or (ii)])] above, then [[Purchaser:Organization]] shall be deemed to have elected option # above.