Common use of Obligation to Close Clause in Contracts

Obligation to Close. Notwithstanding any condemnation or casualty event, One University shall remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Ground Lease Premises. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Ground Lease Premises” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, One University would no longer be able to develop the Ground Lease Premises in substantial accordance with the Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Ground Lease Premises, (A) One University shall have the right to terminate this Agreement without liability on its part by so notifying the FCRHA within 15 days of the FCRHA’s notification to One University of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither the FCRHA nor One University shall have any further liability hereunder, and (B) if One University does not so terminate the Agreement, then One University shall remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Ground Lease Premises thereafter shall be deemed to give rise to a default hereunder.