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<br />Page | 29 <br />9138-126780\1512539.3 <br />damage under this Section 8.3 resulting from the gross negligence or willful misconduct of Lessor or <br />any Lessor Party. <br />ARTICLE IX <br />CONDEMNATION <br /> <br />9.1 Definitions. <br />9.1.1. “Condemnation” means (i) the taking or damaging, including severance <br />damage, by eminent domain or by inverse condemnation or for any public or quasi-public use under <br />any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and <br />(ii) a voluntary sale or transfer to a Condemnor, either under threat of condemnation or while <br />condemnation legal proceedings are pending. <br />9.1.2. “Date of Taking” means the later of (i) the date actual physical possession is <br />taken by the Condemnor; or (ii) the date on which the right to compensation and damages accrues <br />under the law applicable to the Premises. <br />9.1.3. “Award” means all compensation, sums or anything of value awarded, paid <br />or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), whether <br />pursuant to judgment or by agreement or otherwise. <br />9.1.4. “Condemnor” means any public or quasi-public authority or private <br />corporation or individual having the power of condemnation. <br />9.1.5. “Total Taking” means the taking by Condemnation of all of the Premises and <br />all of the Improvements. <br />9.1.6. “Substantial Taking” means the taking by Condemnation of so much of the <br />Premises or Improvements or both that one or more of the following c onditions results, as <br />reasonably determined by Tenant: (i) The remainder of the Premises would not be economically <br />and feasibly usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make <br />the Premises and Improvements a practical improvement and reasonably suited for the uses and <br />purposes for which the Premises were being used prior to the Condemnation; and/or (iii) The <br />conduct of Tenant’s business on the Premises would be materially and substantially prevented or <br />impaired. <br />9.1.7. “Partial Taking” means any taking of the Premises or Improvements that is <br />neither a Total Taking nor a Substantial Taking. <br />9.1.8. “Notice of Intended Condemnation” means any notice or notification on <br />which a reasonably prudent person would rely and which he would interpret as expressing an <br />existing intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It <br />includes but is not limited to service of a Condemnation summons and complaint on a Party hereto. <br />The notice is considered to have been received when a Party receives from the Condemnor a notice <br />of intent to condemn, in writing, containing a description or map reasonably defining the extent of <br />the Condemnation. <br />9.2 Notice and Representation. <br />EXHIBIT 5