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Seller shall deliver to Purchaser, at Closing, any proceeds actually received by Seller in respect of <br />such condemnation or assign to Purchaser, at Closing, all of Seller's right, title and interest in the <br />award of the condemning authority, provided that in no event shall Purchaser be entitled to receive <br />payment or assignment of such proceeds in an amount greater than one hundred ten percent (110%) <br />of the Purchase Price. If Purchaser fails to deliver to Seller Notice of termination of this Agreement <br />as described in (a) above within fifteen (15) business days after receiving Notice of such eminent <br />domain or condemnation proceedings from Seller, then Purchaser shall be deemed to have elected <br />to proceed in accordance with (b) above. <br /> For purposes of the foregoing two paragraphs, a "Substantial Portion" of the Property shall <br /> be deemed to include any taking or casualty loss which exceeds ten percent (10%) of the value of the <br /> Property (as determined by an independent appraiser or engineer mutually acceptable to both Seller <br /> and Purchaser), or which materially impairs or delays the intended use or future development of the <br /> Property by Purchaser. If any taking or casualty loss is less than a Substantial Portion of the <br /> Property, then Seller and Purchaser shall be obligated to proceed with the Closing, in which event <br /> Seller shall deliver to Purchaser at Closing any insurance or other proceeds actually received by Seller <br /> and attributable to the Property from such taking or casualty loss, or shall assign to Purchaser at <br /> Closing all of Seller's right, title and interest in any claim to insurance or other proceeds for such <br /> taking or casualty loss. <br /> Upon any termination of this Agreement pursuant to the provisions of this paragraph, each <br /> party shall be released from all duties or obligations contained herein and the Earnest Money shall be <br /> refunded to Purchaser as its sole and exclusive remedy. <br /> <br /> 11. NOTICES <br /> All notices or communications (each, a "Notice") herein required or which either party desires <br />to give to the other shall be in writing and personally delivered, sent by registered or certified mail, <br />postage prepaid, return receipt requested, sent via an overnight delivery service for next day delivery, <br />or sent via facsimile transmission, and shall be addressed to the parties as provided below: <br /> <br /> -ll- <br />II:\D\WI~FI\10234L09l~A-rP&$Louisvill¢.wpd <br /> <br /> <br />