Common use of Condemnation Pending Closing Clause in Contracts

Condemnation Pending Closing. Section 9.01. If, prior to the applicable Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property or any part thereof, the applicable Contributors shall promptly give the Partnership written notice (a "CONDEMNATION NOTICE") thereof. Thereafter, the Partnership shall acquire all of the partnership, or other ownership interests in the applicable Existing Owner pursuant to the terms of this Agreement, whereupon any award payable to such Existing Owner shall be paid to the Partnership, and the applicable Contributors shall deliver to the Partnership at the applicable Closing all assignments and other documents reasonably requested by the Partnership to vest such award in the Partnership. The applicable Contributors shall not permit any Existing Owner, without the Partnership's prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) to (a) adjust and settle any condemnation claims in excess of $750,000 or (b) enter into any construction or other contract for the repair or restoration of such Property (unless such contract is for an amount equal to or less than $750,000 and the amount of condemnation proceeds received as a result of such condemnation is equal to or more than such contract amount). Notwithstanding anything contained herein to the contrary, in the event that, subsequent to the settlement of one or more condemnation or eminent domain proceedings, a Substantial Condemnation shall have occurred and the Partnership and the REIT shall desire to terminate this Agreement, the Partnership and the REIT shall, within ten (10) days of their receipt of a Condemnation Notice, deliver a Termination Notice to the applicable Contributors. Thereafter, in the event the applicable Contributors shall (x) obtain written waivers from one or more Tenants of such Tenants' rights to terminate their Leases, which waivers do not otherwise modify the terms of such Tenants' Leases (unless the applicable Contributors shall reimburse the Partnership for any amounts or credits that may have been given to such Tenants), such that a Substantial Condemnation shall no longer exist and (y) forward the waivers referred to in (x) above to the Partnership within sixty (60) days of the applicable Contributors' receipt of such Termination Notice, the Partnership shall have no right to terminate this Agreement and the applicable Closing shall take place on the later to occur of (a) the scheduled Closing Date or (b) such other date as the Partnership shall select, which date shall be no later than 30 days after the Partnership's receipt of the written waivers set forth in (x) above; it being expressly understood that in the event the applicable Contributors shall not have provided the Partnership and the REIT with the evidence referred to in (x) above within sixty (60) days of the applicable Contributors' receipt of a Termination Notice, this Agreement shall be deemed terminated with respect to any Properties for which Closings shall not yet have occurred, whereupon, subject to Section 26 hereof, the Downpayment Amount or the Letter of Credit, as applicable, shall be returned to the Partnership and the parties hereto shall be released of all obligations and liabilities in connection with this Agreement with respect to Properties for which Closings shall not yet have occurred.

Condemnation Pending Closing. Section 9.01. If, prior to the applicable a Closing Datewith respect to a Real Property Asset, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any such Real Property Asset or any part portion thereof, the applicable Contributors Seller shall promptly give the Partnership Acquiror written notice thereof. After notice of the commencement of any such proceedings (from Seller or otherwise) and in the event that the taking of such Real Property Asset pursuant to such proceedings would constitute a "CONDEMNATION NOTICE"Material Taking" (hereinafter defined), Acquiror shall have the right (i) thereof. Thereafter, the Partnership shall acquire all of the partnership, or other ownership interests in the applicable Existing Owner pursuant to the terms of this Agreementaccept title to such Real Property Asset subject to such proceedings, whereupon any award payable to such Existing Owner Seller shall be paid to the Partnership, Acquiror and the applicable Contributors Seller shall deliver to the Partnership Acquiror at the applicable Closing all assignments and other documents reasonably requested by the Partnership Acquiror to vest such award in the Partnership. The applicable Contributors shall not permit any Existing OwnerAcquiror, without the Partnership's prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) to (a) adjust and settle any condemnation claims in excess of $750,000 or (bii) enter into any construction or other contract for elect to exclude such Real Property Asset from the repair or restoration of such Property (unless such contract is for an amount equal to or less than $750,000 and the amount of condemnation proceeds received as a result of such condemnation is equal to or more than such contract amount). Notwithstanding anything contained herein to the contrary, in the event that, subsequent to the settlement of one or more condemnation or eminent domain proceedings, a Substantial Condemnation shall have occurred and the Partnership and the REIT shall desire to terminate transactions contemplated by this Agreement, the Partnership and the REIT shall, within ten (10) days of their receipt of a Condemnation Notice, deliver a Termination Notice to the applicable Contributors. Thereafter, in the event the applicable Contributors shall (x) obtain written waivers from one or more Tenants of whereupon such Tenants' rights to terminate their Leases, which waivers do not otherwise modify the terms of such Tenants' Leases (unless the applicable Contributors shall reimburse the Partnership for any amounts or credits that may have been given to such Tenants), such that a Substantial Condemnation shall no longer exist and (y) forward the waivers referred to in (x) above to the Partnership within sixty (60) days of the applicable Contributors' receipt of such Termination Notice, the Partnership shall have no right to terminate this Agreement and the applicable Closing shall take place on the later to occur of (a) the scheduled Closing Date or (b) such other date as the Partnership shall select, which date shall be no later than 30 days after the Partnership's receipt of the written waivers set forth in (x) above; it being expressly understood that in the event the applicable Contributors shall not have provided the Partnership and the REIT with the evidence referred to in (x) above within sixty (60) days of the applicable Contributors' receipt of a Termination Notice, this Agreement Real Property Asset shall be deemed terminated with respect to any Properties for which Closings shall not yet have occurred, whereupon, subject to Section 26 hereofbe an Excluded Real Property Asset, the Downpayment Amount or Non-ALSF Purchase Price and the Letter of CreditALSF Purchase Price, as applicable, shall be returned reduced by the amount of net condemnation awards actually received, or the amount of condemnation awards Seller and Acquiror reasonably estimate should be received with respect to the Partnership such Excluded Real Property Asset and the parties hereto Seller and Acquiror shall be released of all obligations and liabilities of whatsoever nature in connection with this Agreement such Excluded Real Property Asset (other than Seller's obligations to cause such asset to be transferred or distributed in accordance with Section 5.08 and Seller's indemnification obligations hereunder in respect of Excluded Assets). For the purposes of Section 9.01(a), a taking shall be deemed to be a "Material Taking" with respect to Properties any Real Property Asset if such taking materially and adversely affects access to such Real Property Asset, or leaves a remaining balance of such Real Property Asset which may not be economically operated for the purpose for which Closings the Real Property Asset was operated prior to such taking, or if in the reasonable estimation of an appraiser selected by Seller, subject to Acquiror's reasonable approval, the taking would result in a claim for condemnation proceeds equal to or in excess of five percent (5%) of the Allocable Portion of the Non-ALSF Purchase Price and the ALSF Purchase Price, as applicable. If a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause (ii) of Section 9.01(a), then Seller shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the Company prior to the applicable Closing Date. If Acquiror shall fail to make an election pursuant to this Section 9.02 prior to the earlier of (A) thirty (30) days after Acquiror's receipt of written notice of the applicable proceedings from Seller and (B) the applicable Closing Date or if a taking of any Real Property Asset in any proceedings would not yet constitute a Material Taking, then Acquiror shall be deemed to have occurredmade an election pursuant to clause (i) of this Section 9.02.

Condemnation Pending Closing. Section 9.01. If, prior to the applicable Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property Asset or any part portion thereof, the applicable Contributors Seller shall promptly give the Partnership Acquiror written notice thereof. After notice of the commencement of any such proceedings (from Seller or otherwise) and in the event that the taking of such Real Property Asset pursuant to such proceedings would constitute a "CONDEMNATION NOTICE"Material Taking" (hereinafter defined), Acquiror shall have the right (i) thereof. Thereafter, the Partnership shall acquire all of the partnership, or other ownership interests in the applicable Existing Owner pursuant to the terms of this Agreementaccept title to such Real Property Asset subject to such proceedings, whereupon any award payable to such Existing Owner Seller shall be paid to the Partnership, Acquiror and the applicable Contributors Seller shall deliver to the Partnership Acquiror at the applicable Closing all assignments and other documents reasonably requested by the Partnership Acquiror to vest such award in the Partnership. The applicable Contributors shall not permit any Existing OwnerAcquiror, without the Partnership's prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) to (a) adjust and settle any condemnation claims in excess of $750,000 or (bii) enter into any construction or other contract for elect to exclude such Real Property Asset from the repair or restoration of such Property (unless such contract is for an amount equal to or less than $750,000 and the amount of condemnation proceeds received as a result of such condemnation is equal to or more than such contract amount). Notwithstanding anything contained herein to the contrary, in the event that, subsequent to the settlement of one or more condemnation or eminent domain proceedings, a Substantial Condemnation shall have occurred and the Partnership and the REIT shall desire to terminate transactions contemplated by this Agreement, the Partnership and the REIT shall, within ten (10) days of their receipt of a Condemnation Notice, deliver a Termination Notice to the applicable Contributors. Thereafter, in the event the applicable Contributors shall (x) obtain written waivers from one or more Tenants of whereupon such Tenants' rights to terminate their Leases, which waivers do not otherwise modify the terms of such Tenants' Leases (unless the applicable Contributors shall reimburse the Partnership for any amounts or credits that may have been given to such Tenants), such that a Substantial Condemnation shall no longer exist and (y) forward the waivers referred to in (x) above to the Partnership within sixty (60) days of the applicable Contributors' receipt of such Termination Notice, the Partnership shall have no right to terminate this Agreement and the applicable Closing shall take place on the later to occur of (a) the scheduled Closing Date or (b) such other date as the Partnership shall select, which date shall be no later than 30 days after the Partnership's receipt of the written waivers set forth in (x) above; it being expressly understood that in the event the applicable Contributors shall not have provided the Partnership and the REIT with the evidence referred to in (x) above within sixty (60) days of the applicable Contributors' receipt of a Termination Notice, this Agreement Real Property Asset shall be deemed terminated with respect to any Properties for which Closings shall not yet have occurred, whereupon, subject to Section 26 hereofbe an Excluded Real Property Asset, the Downpayment Amount or the Letter of Credit, as applicable, Purchase Price shall be returned reduced by the Allocable Portion relating to the Partnership such Excluded Real Property Asset and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with this Agreement such Excluded Real Property Asset (other than Seller's obligation to cause such asset to be transferred or distributed in accordance with Section 5.08 and Indemnitor's indemnification obligations hereunder in respect of such Excluded Real Property Asset). For the purposes of Section 9.01(a), a taking shall be deemed to be a "Material Taking" with respect to Properties any Real Property Asset if such taking materially and adversely affects access to such Real Property Asset, or leaves a remaining balance of such Real Property Asset which may not be economically operated for the purpose for which Closings the Real Property Asset was operated prior to such taking, or if in the reasonable estimation of an appraiser selected by Seller, subject to Acquiror's reasonable approval, the taking would result in a claim for condemnation proceeds equal to or in excess of five percent (5%) of the Allocable Portion of the Purchase Price. If a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause (ii) of Section 9.01(a), then Seller shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the Company or the related Company Subsidiary prior to the Closing Date. If Acquiror shall fail to make an election pursuant to this Section 9.02 prior to the earlier of (A) thirty (30) days after Acquiror's receipt of written notice of the applicable proceedings from Seller and (B) the Closing Date or if a taking of any Real Property Asset in any proceedings would not yet constitute a Material Taking, then Acquiror shall be deemed to have occurredmade an election pursuant to clause (i) of this Section 9.02.

Condemnation Pending Closing. Section 9.01. If, prior to the applicable Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property Asset or any part portion thereof, the applicable Contributors Seller shall promptly give (but in no event more than two Business Days after obtaining Knowledge of such proceedings) notify the Partnership written Buyer thereof, which notice shall include a reasonably detailed description of the nature and extent of such proceedings and of each Real Property Asset affected thereby. After notice of the commencement of any such proceedings (from Seller or otherwise) and in the event that the taking of such Real Property Asset pursuant to such proceedings would constitute a "CONDEMNATION NOTICE") thereof. ThereafterMaterial Taking, the Partnership Buyer shall acquire all of have the partnership, or other ownership interests in the applicable Existing Owner pursuant right (a) to the terms of this Agreementaccept title to such Real Property Asset subject to such proceedings, whereupon any award payable to such Existing Owner Seller shall be paid to the Partnership, Buyer and the applicable Contributors Seller shall deliver to the Partnership Buyer at the applicable Closing all assignments and other documents reasonably requested by the Partnership Buyer to vest such award in the Partnership. The applicable Contributors shall not permit any Existing OwnerBuyer, without the Partnership's prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) to (a) adjust and settle any condemnation claims in excess of $750,000 or (b) enter into any construction or other contract for elect to exclude such Real Property Asset from the repair or restoration of such Property (unless such contract is for an amount equal to or less than $750,000 and the amount of condemnation proceeds received as a result of such condemnation is equal to or more than such contract amount). Notwithstanding anything contained herein to the contrary, in the event that, subsequent to the settlement of one or more condemnation or eminent domain proceedings, a Substantial Condemnation shall have occurred and the Partnership and the REIT shall desire to terminate transactions contemplated by this Agreement, the Partnership and the REIT shall, within ten (10) days of their receipt of a Condemnation Notice, deliver a Termination Notice to the applicable Contributors. Thereafter, in the event the applicable Contributors shall (x) obtain written waivers from one or more Tenants of whereupon such Tenants' rights to terminate their Leases, which waivers do not otherwise modify the terms of such Tenants' Leases (unless the applicable Contributors shall reimburse the Partnership for any amounts or credits that may have been given to such Tenants), such that a Substantial Condemnation shall no longer exist and (y) forward the waivers referred to in (x) above to the Partnership within sixty (60) days of the applicable Contributors' receipt of such Termination Notice, the Partnership shall have no right to terminate this Agreement and the applicable Closing shall take place on the later to occur of (a) the scheduled Closing Date or (b) such other date as the Partnership shall select, which date shall be no later than 30 days after the Partnership's receipt of the written waivers set forth in (x) above; it being expressly understood that in the event the applicable Contributors shall not have provided the Partnership and the REIT with the evidence referred to in (x) above within sixty (60) days of the applicable Contributors' receipt of a Termination Notice, this Agreement Real Property Asset shall be deemed terminated to be an Excluded Real Property Asset, the Cash Consideration shall be reduced by the Allocable Portion (as adjusted pursuant to Section 2.1(c), if applicable) relating to such Excluded Real Property Asset and Seller shall be released from its obligation to sell, and the Buyer shall be released from its obligation to purchase, such Excluded Real Property Asset as contemplated by this Agreement prior to the occurrence of such Material Taking. For the purposes of this Section 12.2, the term “Material Taking,” with respect to any Properties Real Property Asset, means any taking that materially and adversely affects access to such Real Property Asset, or leaves a remaining balance of such Real Property Asset which may not be economically operated for the purpose for which Closings shall not yet have occurredthe Real Property Asset was operated prior to such taking, whereuponor if in the reasonable estimation of an appraiser selected by Seller, subject to Section 26 hereofthe Buyer’s reasonable approval, the Downpayment Amount taking would result in a claim for condemnation proceeds equal to or in excess of 10% of the Letter Allocable Portion (as adjusted pursuant to Section 2.1(c), if applicable) relating to such Real Property Asset. If a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause (b) of Creditthis Section 12.2, prior to the Closing Date, Seller shall cause such Excluded Real Property Asset to be transferred from, and no longer owned by, VSCRE or any Subsidiary (as applicable, shall be returned to the Partnership and the parties hereto shall be released of all obligations and liabilities in connection with this Agreement with respect to Properties for which Closings shall not yet have occurred).

Condemnation Pending Closing. Section 9.01. If, prior to the applicable Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property Facility or any part portion thereof, the applicable Contributors Sellers shall promptly give the Partnership Purchaser written notice thereof. After notice of the commencement of any such proceedings (from Sellers or otherwise) and in the event that the taking of such Facility pursuant to such proceedings would constitute a "CONDEMNATION NOTICE"Material Taking" (hereinafter defined), Purchaser shall have the right (i) thereof. Thereafter, the Partnership shall acquire all of the partnership, or other ownership interests in the applicable Existing Owner pursuant to the terms of this Agreementaccept title to such Facility subject to such proceedings, whereupon any award payable to such Existing Owner Sellers shall be paid to the Partnership, Purchaser and the applicable Contributors Sellers shall deliver to the Partnership Purchaser at the applicable Closing all assignments and other documents reasonably requested by the Partnership Purchaser to vest such award in the Partnership. The applicable Contributors shall not permit any Existing OwnerPurchaser, without the Partnership's prior written approval (which approval shall not be unreasonably withheld, delayed or conditioned) to (a) adjust and settle any condemnation claims in excess of $750,000 or (bii) enter into any construction or other contract for elect to exclude such Facility from the repair or restoration of such Property (unless such contract is for an amount equal to or less than $750,000 and the amount of condemnation proceeds received as a result of such condemnation is equal to or more than such contract amount). Notwithstanding anything contained herein to the contrary, in the event that, subsequent to the settlement of one or more condemnation or eminent domain proceedings, a Substantial Condemnation shall have occurred and the Partnership and the REIT shall desire to terminate transactions contemplated by this Agreement, the Partnership and the REIT shall, within ten (10) days of their receipt of a Condemnation Notice, deliver a Termination Notice to the applicable Contributors. Thereafter, in the event the applicable Contributors shall (x) obtain written waivers from one or more Tenants of whereupon such Tenants' rights to terminate their Leases, which waivers do not otherwise modify the terms of such Tenants' Leases (unless the applicable Contributors shall reimburse the Partnership for any amounts or credits that may have been given to such Tenants), such that a Substantial Condemnation shall no longer exist and (y) forward the waivers referred to in (x) above to the Partnership within sixty (60) days of the applicable Contributors' receipt of such Termination Notice, the Partnership shall have no right to terminate this Agreement and the applicable Closing shall take place on the later to occur of (a) the scheduled Closing Date or (b) such other date as the Partnership shall select, which date shall be no later than 30 days after the Partnership's receipt of the written waivers set forth in (x) above; it being expressly understood that in the event the applicable Contributors shall not have provided the Partnership and the REIT with the evidence referred to in (x) above within sixty (60) days of the applicable Contributors' receipt of a Termination Notice, this Agreement Facility shall be deemed terminated with respect to any Properties for which Closings shall not yet have occurred, whereupon, subject to Section 26 hereofbe an Facility, the Downpayment Amount or the Letter of Credit, as applicable, Purchase Price shall be returned reduced by the Allocable Portion relating to the Partnership such Excluded Asset and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with such Excluded Asset. For the purposes of this Agreement SECTION 9.02, a taking shall be deemed to be a "MATERIAL TAKING" with respect to Properties any Facility if such taking materially and adversely affects access to such Facility, or leaves a remaining balance of such Facility which may not be economically operated for the purpose for which Closings the Facility was operated prior to such taking, or if in the reasonable estimation of an appraiser selected by Sellers, subject to Purchaser's reasonable approval, the taking would result in a claim for condemnation proceeds equal to or in excess of five percent (5%) of the Allocable Portion of the Purchase Price with respect to such Facility. If a Facility is elected to be treated as an Excluded Asset pursuant to clause (ii) of this SECTION 9.02, then Sellers shall not yet use all reasonable commercial efforts to cause such Excluded Asset to be transferred from the Company or the related Company Subsidiary to the applicable public authority prior to the Closing Date. If Purchaser shall fail to make an election pursuant to this SECTION 9.02 prior to the earlier of (A) thirty (30) days after Purchaser's receipt of written notice of the applicable proceedings from Sellers and (B) the Closing Date, then Purchaser shall be deemed to have occurredmade an election pursuant to clause (i) of this SECTION 9.02.