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p- " claims in respect to the Casualty and there shall be an abatement of the Property Purchase Price in the amount of any applicable insurance deductible. "Fully Covered" for purposes of this Agreement shall mean that there are paid sufficient insurance proceeds, together with the amount of any applicable deductible, on account ofthe subject casualty to fully repair and restore the damaged portion of the Building to its pre-casualty condition. 10.2 Eminent Domain. If, prior to the Closing Date, a taking shall be commenced against the Property or any part thereof, Seller shall promptly give the City written notice thereof. In the event that the taking shall either materially interfere with the operation of the Property (except for a temporary and immaterial interference, such as a temporary construction easement which does not disrupt access to the Property), or materially decrease the value of the Property, the City shall have the right to terminate this Agreement by written notice to Seller within ten days after receipt by the City of the Taking Notice, in which case, neither party hereto shall thereafter have any further rights or obligations hereunder except for the Surviving Obligations. If the City does not terminate this Agreement, the City shall accept the Property subject to the taking and the Property Purchase Price shall be reduced by the amount of any awards or damages actually received by Seller. 10.3 Temporary Repairs. If the Property is the subject of a Casualty or taking, but the City does not elect to terminate this Agreement pursuant to the provisions of this Article, then the City, with Seller's prior written consent, may enter the Property prior to Closing for the purpose of performing such temporary repairs thereto (at the City's sole cost and expense) as the City deems to be necessary to protect the Property against further damage prior to the Closing. The provisions of this Section are not intended to enlarge or diminish the obligations of Seller pursuant to this Article, in the event the City does not elect to terminate this Agreement pursuant to this Article. ARTICLE XI: DEF AUL T 11.1 By The City Prior to the Closing. In the event that the City shall fail to close on the purchase of the Property as required by the terms and conditions of this Agreement, or shall otherwise materially default in the performance of the City's obligations pursuant to this Agreement, then Seller shall be entitled to exercise the following remedies: terminate this Agreement by written notice to the City, retain all payments of the Total Courthouse Cost made by the City to Seller as of the date of such default or breach, receive payment for Work executed and costs incurred by reason of such default or breach, along with reasonable overhead and profit on the Work not executed, less a credit for amounts already paid by the City, seek and obtain specific performance, and pursue any other remedy available to Seller at law or in equity, including recovery of attorney's fees and court costs as part of Seller's damages. To the extent that any such failure by the City results from a failure or breach by Seller of Seller's duties to the City under this Agreement, this section shall not apply. 11.2 By The City After Closing. In the event that the City fails to perform any of the material terms, covenants, conditions or obligations of this Agreement or the Note, time of payment -21- Draft #4.1