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10 <br />upon written notice to Chamber, or to consummate the purchase of the Chamber Property, in <br />which case Chamber shall (i) assign and transfer to City all of Chamber's rights under any <br />insurance policy covering the damage or loss, and all claims for monies payable from Chamber's <br />insurer(s) in connection with the damage or loss, and (ii) pay to City at the close of escrow the <br />amount of Chamber's deductible under the insurance policy or policies covering the damage or <br />loss. If City elects to terminate this Agreement, all funds and documents deposited into escrow <br />by or on behalf of City shall be returned to City, and all rights and obligations of the Parties <br />hereunder shall terminate. <br /> <br />In the event of any damage or other loss to the Office Parcel, or any portion thereof, <br />caused by fire, flood or other casualty prior to the close of escrow in an amount not exceeding <br />$50,000, Chamber shall not be entitled to terminate this Agreement, but shall be obligated to <br />close the escrow and purchase the Office Parcel as provided in this Agreement, without <br />abatement in the Purchase Price, provided that City shall: (i) assign and transfer to Chamber all <br />of City’s rights under any insurance policy covering the damage or loss, and all claims for <br />monies payable from City’s insurer(s) in connection with the damage or loss, and (ii) pay to <br />Chamber at the close of escrow the amount of City’s deductible under the insurance policy or <br />policies covering the damage or loss. In the event of damage or destruction of the Office Parcel <br />or any portion thereof prior to the close of escrow in an amount in excess of $50,000, Chamber <br />may elect either to terminate this Agreement upon written notice to City, or to consummate the <br />purchase of the Office Parcel, in which case City shall (i) assign and transfer to Chamber all of <br />City’s rights under any insurance policy covering the damage or loss, and all claims for monies <br />payable from City’s insurer(s) in connection with the damage or loss, and (ii) pay to Chamber at <br />the close of escrow the amount of City’s deductible under the insurance policy or policies <br />covering the damage or loss. If Chamber elects to terminate this Agreement, all funds and <br />documents deposited into escrow by or on behalf of Chamber shall be returned to Chamber, and <br />all rights and obligations of the Parties hereunder shall terminate. <br /> <br />24. Condemnation. If prior to Close of Escrow, a material portion of the Chamber <br />Property is taken by eminent domain (or an action of eminent domain has been commenced <br />against all or any portion of the Chamber Property) (excluding for purposes of this Section, the <br />exercise of any eminent domain powers by the City), upon Chamber's receipt of notice thereof <br />Chamber shall promptly notify City of such fact, and City shall have the option to terminate this <br />Agreement upon notice to Chamber given not later than ten (10) days after City’s receipt of <br />Chamber's notice. If City elects to terminate this Agreement, all funds and documents deposited <br />into escrow by or on behalf of City shall be returned to City, and all rights and obligations of the <br />Parties hereunder shall terminate. <br /> <br /> If City does not exercise such option to terminate this Agreement, Chamber shall assign <br />to City at the close of escrow, and City shall be entitled to negotiate for, receive, and keep, all <br />awards, and rights to receive future awards, for such taking by eminent domain, and the <br />transaction contemplated by this Agreement shall be consummated pursuant to the terms hereof, <br />without any reduction in value of the consideration for the Property. <br />