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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 or <br />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 corporation <br />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 conditions results, as reasonably <br />determined by Tenant: (i) The remainder of the Premises would not be economically and feasibly <br />usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make the Premises and <br />Improvements a practical improvement and reasonably suited for the uses and purposes for which the <br />Premises were being used prior to the Condemnation; and/or (iii) The conduct of Tenant's business on <br />the Premises would be materially and substantially prevented or 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 which <br />a reasonably prudent person would rely and which he would interpret as expressing an existing <br />intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It includes <br />but is not limited to service of a Condemnation summons and complaint on a Party hereto. The notice <br />is considered to have been received when a Party receives from the Condemnor a notice of intent to <br />condemn, in writing, containing a description or map reasonably defining the extent of the <br />Condemnation. <br />9.2 Notice and Representation <br />9.2.1. Notification. The Party receiving a notice of one or more of the kinds specified <br />below shall promptly notify the other Party of the receipt, contents and dates of such notice: (i) a <br />Notice of Intended Condemnation; (ii) service of any legal process relating to the Condemnation of the <br />Premises or Improvements; (iii) any notice in connection with any proceedings or negotiations with <br />respect to such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a <br />private purchase, sale or transfer in lieu of Condemnation. <br />9.2.2. Separate Representation. Agency and Tenant each have the right to represent <br />its respective interest in each Condemnation proceeding or negotiation and to make full proof of his <br />claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be made without the <br />consent of Agency and Tenant. Agency and Tenant shall each execute and deliver to the other any <br />Page121 <br />M . . <br />