Common use of Condemnation Pending Closing Clause in Contracts

Condemnation Pending Closing. If, prior to the Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property Asset or any portion thereof, Seller shall promptly give 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 "Material Taking" (hereinafter defined), Acquiror shall have the right (i) to accept title to such Real Property Asset subject to such proceedings, whereupon any award payable to Seller shall be paid to Acquiror and Seller shall deliver to Acquiror at the Closing all assignments and other documents reasonably requested by Acquiror to vest such award in Acquiror, or (ii) elect to exclude such Real Property Asset from the transactions contemplated by this Agreement, whereupon such Real Property Asset shall be deemed to be an Excluded Real Property Asset, the Purchase Price shall be reduced by the Allocable Portion relating to such Excluded Real Property Asset and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with 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 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 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 constitute a Material Taking, then Acquiror shall be deemed to have made 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 portion part thereof, Seller the applicable Contributors shall promptly give Acquiror the Partnership written notice (a "CONDEMNATION NOTICE") thereof. After notice Thereafter, the Partnership shall acquire all of the commencement of any such proceedings (from Seller partnership, or otherwise) and other ownership interests in the event that the taking of such Real Property Asset applicable Existing Owner pursuant to such proceedings would constitute a "Material Taking" (hereinafter defined), Acquiror shall have the right (i) to accept title to such Real Property Asset subject to such proceedingsterms of this Agreement, whereupon any award payable to Seller such Existing Owner shall be paid to Acquiror the Partnership, and Seller the applicable Contributors shall deliver to Acquiror the Partnership at the applicable Closing all assignments and other documents reasonably requested by Acquiror the Partnership to vest such award in Acquirorthe 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 (iib) elect enter into any construction or other contract for the repair or restoration of such Property (unless such contract is for an amount equal to exclude or less than $750,000 and the amount of condemnation proceeds received as a result of such Real Property Asset from condemnation is equal to or more than such contract amount). Notwithstanding anything contained herein to the transactions contemplated by 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, whereupon 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 Real Property Asset 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 be an Excluded Real Property Assetany Properties for which Closings shall not yet have occurred, whereupon, subject to Section 26 hereof, the Purchase Price Downpayment Amount or the Letter of Credit, as applicable, shall be reduced by returned to the Allocable Portion relating to such Excluded Real Property Asset Partnership and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with 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" this Agreement with respect to 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 Properties for which 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 Closings 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 constitute a Material Taking, then Acquiror shall be deemed to yet have made an election pursuant to clause (i) of this Section 9.02occurred.

Condemnation Pending Closing. If, prior to the 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 portion thereof, Seller shall promptly give 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 "Material Taking" (hereinafter defined), Acquiror shall have the right (i) to accept title to such Real Property Asset subject to such proceedings, whereupon any award payable to Seller shall be paid to Acquiror and Seller shall deliver to Acquiror at the applicable Closing all assignments and other documents reasonably requested by Acquiror to vest such award in Acquiror, or (ii) elect to exclude such Real Property Asset from the transactions contemplated by this Agreement, whereupon such Real Property Asset shall be deemed to be an Excluded Real Property Asset, the Non-ALSF Purchase Price and the ALSF Purchase Price, as applicable, shall be reduced by the Allocable Portion relating amount of net condemnation awards actually received, or the amount of condemnation awards Seller and Acquiror reasonably estimate should be received with respect to 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 such Excluded Real Property Asset (other than Seller's obligation obligations to cause such asset to be transferred or distributed in accordance with Section 5.08 and IndemnitorSeller's indemnification obligations hereunder in respect of such Excluded Real Property AssetAssets). For the purposes of Section 9.01(a), a taking shall be deemed to be a "Material Taking" with respect to 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 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 or the related Company Subsidiary 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 constitute a Material Taking, then Acquiror shall be deemed to have made an election pursuant to clause (i) of this Section 9.02.

Condemnation Pending Closing. Section 9.01. If, prior to the Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any the Real Property Asset or any portion part thereof, the Seller shall promptly give Acquiror Purchaser written notice thereof. After written notice of the commencement of any such proceedings (from the Seller or otherwise) and in the event that the taking taking, of such Real Property Asset pursuant to such proceedings would constitute a "property is Material Taking" (as hereinafter defined), Acquiror Purchaser shall have the right (i) to accept title to such Real the Property Asset subject to such the proceedings, and pay to the Seller the full Purchase Price, whereupon any award payable to the Seller shall be paid to Acquiror Purchaser and the Seller shall deliver to Acquiror Purchaser at the Closing all assignments and other documents reasonably requested by Acquiror Purchaser to vest such award in AcquirorPurchaser, or (ii) elect to exclude rescind this Agreement upon written notice delivered to Seller no later than the day that is twenty (20) days after the date on which Seller delivered notice of such Real Property Asset from proceeding to Purchaser and upon the transactions contemplated by return of the Deposit to Purchaser, with interest thereon, this Agreement shall be null and void and neither party will have any further obligations hereunder, except for any rights or obligations which are expressly stated to survive termination of this Agreement, whereupon such Real Property Asset shall be deemed to be an Excluded Real Property Asset, the Purchase Price shall be reduced by the Allocable Portion relating to such Excluded Real Property Asset and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with 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 A taking shall be deemed to be a "Material TakingMATERIAL" if said taking would either (i) materially interfere with respect to any Real the use or operation of the Property Asset if such taking materially and adversely affects access to such Real Property Assetfor the contemplated use thereof, or leaves a remaining balance (ii) reduce the estimated value of such Real the Property Asset which may not be economically operated for (as reasonably determined by an independent M.A.I. appraiser chosen by Purchaser and reasonably satisfactory to the purpose for which the Real Property Asset was operated prior to such taking, or if in the reasonable estimation of Seller) by an appraiser selected by Seller, subject to Acquiror's reasonable approval, the taking would result in a claim for condemnation proceeds amount equal to or in excess of five percent (5%) of the Allocable Portion or more of the Purchase Price. If Price or (iii) create a Real Property Asset is elected to be treated as an Excluded Real Property Asset pursuant to clause right of any Tenant or Tenants leasing in the aggregate over five percent (ii5%) 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 more of the applicable proceedings from Seller and (Bleased square feet of the Properties to cancel their Lease(s) the Closing Date or if as a taking result of any Real Property Asset in any proceedings would not constitute a Material Taking, then Acquiror shall be deemed to have made an election pursuant to clause (i) of this Section 9.02such condemnation.

Condemnation Pending Closing. If, prior to the Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property Asset Facility or any portion thereof, Seller Sellers shall promptly give Acquiror Purchaser written notice thereof. After notice of the commencement of any such proceedings (from Seller Sellers or otherwise) and in the event that the taking of such Real Property Asset Facility pursuant to such proceedings would constitute a "Material Taking" (hereinafter defined), Acquiror Purchaser shall have the right (i) to accept title to such Real Property Asset Facility subject to such proceedings, whereupon any award payable to Seller Sellers shall be paid to Acquiror Purchaser and Seller Sellers shall deliver to Acquiror Purchaser at the Closing all assignments and other documents reasonably requested by Acquiror Purchaser to vest such award in AcquirorPurchaser, or (ii) elect to exclude such Real Property Asset Facility from the transactions contemplated by this Agreement, whereupon such Real Property Asset Facility shall be deemed to be an Excluded Real Property AssetFacility, the Purchase Price shall be reduced by the Allocable Portion relating to such Excluded Real Property Asset and the parties hereto shall be released of all obligations and liabilities of whatsoever nature in connection with 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)this SECTION 9.02, a taking shall be deemed to be a "Material TakingMATERIAL TAKING" with respect to any Real Property Asset Facility if such taking materially and adversely affects access to such Real Property AssetFacility, or leaves a remaining balance of such Real Property Asset Facility which may not be economically operated for the purpose for which the Real Property Asset Facility was operated prior to such taking, or if in the reasonable estimation of an appraiser selected by SellerSellers, subject to AcquirorPurchaser'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 PricePrice with respect to such Facility. If a Real Property Asset Facility is elected to be treated as an Excluded Real Property Asset pursuant to clause (ii) of Section 9.01(a)this SECTION 9.02, then Seller Sellers shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the Company or the related Company Subsidiary to the applicable public authority prior to the Closing Date. If Acquiror Purchaser shall fail to make an election pursuant to this Section SECTION 9.02 prior to the earlier of (A) thirty (30) days after AcquirorPurchaser's receipt of written notice of the applicable proceedings from Seller Sellers and (B) the Closing Date or if a taking of any Real Property Asset in any proceedings would not constitute a Material TakingDate, then Acquiror Purchaser shall be deemed to have made an election pursuant to clause (i) of this Section SECTION 9.02.

Condemnation Pending Closing. If, prior to the Closing Date, condemnation or eminent domain proceedings shall be commenced by any competent public authority against any Real Property Asset or any portion thereof, Seller shall promptly give Acquiror written (but in no event more than two Business Days after obtaining Knowledge of such proceedings) notify the Buyer thereof, which notice thereofshall 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 "Material Taking" (hereinafter defined), Acquiror the Buyer shall have the right (ia) to accept title to such Real Property Asset subject to such proceedings, whereupon any award payable to Seller shall be paid to Acquiror the Buyer and Seller shall deliver to Acquiror the Buyer at the Closing all assignments and other documents reasonably requested by Acquiror the Buyer to vest such award in Acquirorthe Buyer, or (iib) elect to exclude such Real Property Asset from the transactions contemplated by this Agreement, whereupon such Real Property Asset shall be deemed to be an Excluded Real Property Asset, the Purchase Price 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 the parties hereto Seller shall be released of all obligations from its obligation to sell, and liabilities of whatsoever nature in connection with the Buyer shall be released from its obligation to purchase, such Excluded Real Property Asset (other than Seller's obligation as contemplated by this Agreement prior to cause such asset to be transferred or distributed in accordance with Section 5.08 and Indemnitor's indemnification obligations hereunder in respect the occurrence of such Excluded Real Property Asset)Material Taking. For the purposes of this Section 9.01(a)12.2, a taking shall be deemed to be a "the term “Material Taking" ,” with respect to any Real Property Asset if such 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 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 the Buyer’s reasonable approval, the taking would result in a claim for condemnation proceeds equal to or in excess of five percent (5%) 10% of the Allocable Portion of the Purchase Price(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 (iib) of this Section 9.01(a)12.2, then prior to the Closing Date, Seller shall use all reasonable commercial efforts to cause such Excluded Real Property Asset to be transferred from the Company from, and no longer owned by, VSCRE or the related Company any 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 constitute a Material Taking, then Acquiror shall be deemed to have made an election pursuant to clause (i) of this Section 9.02as applicable).