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ratified by resolution of the City Council. <br /> <br /> 19. CONDEMNATION. <br /> <br /> a. Definition. "Taking" means: (i) the acquisition of the Leased <br /> <br />Premises, or a portion thereof, or an interest therein, by exercise of any governmental <br />power, whether by legal proceedings or otherwise, by a governmental entity or other <br />entity with power of eminent domain ("Condemnor") and (ii) a voluntary sale or transfer <br />of the Leased Premises, or a portion thereof or any interest therein, by Lessee to any <br />Condemnor, either under threat of condemnation or while legal proceedings for <br />condemnation are pending. <br /> <br /> b. Lessor Notice, Etc. Upon receipt by Lessee or Lessor of any notice <br /> <br />that Taking proceedings are to be instituted the receiving party shall immediately notify <br />in writing the other party. Lessee and Lessor may each file and prosecute their respective <br />claims for an award. <br /> <br /> c. Total Taking. This Lease shall temdnate on the day of transfer of <br /> <br />title or possession to the Condemnor. All sums, including damages and interest, awarded <br />shall be deposited promptly with a mutually agreeable escrow agent and shall be <br />distributed in the following order of priority: <br /> <br /> First, all real and personal property taxes constituting a lien on the property <br />or the improvements; <br /> <br /> Second, the balance due under any Leasehold Encumbrance secured by a <br />leasehold mortgage to which the fee is not subordinated; <br /> <br /> Third, the parties shall negotiate an equitable division of the balance of the <br />award, failing which the allocation shall be determined by arbitration in accordance with <br />Paragraph 28 hereof. The arbitrator(s) shall take into account the respective interests of <br />the parties including the bonus value, if any, of Lessee's leasehold interest. <br /> <br /> d. Partial Taking. (i) In the event of a partial Taking leaving the <br />remainder unusable for operation of the Childcare facility, Lessee may elect to terminate <br />this Lease as of date of transfer of title or possession, in which event the parties shall <br /> <br />17996.00003XBGLIB 1\1085097.9 17 <br /> <br /> <br />