Condemnation Prior to Closing Sample Clauses

Condemnation Prior to Closing. In the event of the exercise of the ----------------------------- Option and in the event of the taking of the Premises or any part thereof by condemnation, the parties agree that Purchaser shall have the option to declare this Agreement null and void (in which event the Option Price shall be returned to Purchaser) or to accept the Premises in the condition in which they are left following such taking, with an assignment by Seller to Purchaser of all rights to the collection of any condemnation award.
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Condemnation Prior to Closing. If, after the date hereof and prior to the Closing, all or any material portion of the Property is condemned or taken by eminent domain (or is the subject of a pending or contemplated condemnation proceeding or taking by eminent domain which has not been completed), or if any variance or similar law affecting any significant portion of the Property is changed, the Seller shall promptly give the Purchaser reasonably detailed written notice of such condemnation, taking or change, and the Purchaser shall have the option to terminate this Agreement by giving notice to Seller within ten (10) days after the receipt of Seller's notice, whereupon this Agreement shall be terminated, the Deposit together with any interest earned thereon shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further obligations hereunder. If the Purchaser does not exercise its option to terminate this Agreement as herein above set forth, then this Agreement shall remain in full force and effect without a reduction in the Purchase Price and the Purchaser shall be entitled to, and Seller shall assign to Purchaser, any and all claims that Seller may have to condemnation awards and/or any and all causes of action with respect to such condemnation or taking of, or such change relating to, the Property and Seller shall pay to the Purchaser, by certified or official bank check, an amount equal to all payments theretofore made with respect to such condemnation, taking or change. For purposes of this paragraph, a taking by condemnation or by eminent domain of the Property shall be deemed to affect a "material portion" of such Property if the estimated value of the portion of the Property taken exceeds ten percent (10%) of the allocable Purchase Price for such Property or if as a result of such taking any party to the Core Agreement or Dillard's shall have the right to terminate its operating covenant or the respective Core Agreement or lease.
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Condemnation Prior to Closing. Seller, upon actually becoming aware of same, shall promptly notify Buyer, in writing, of any condemnation proceeding affecting the Real Property commenced prior to the Close of Escrow or upon receipt of any written notice of a potential condemnation. If at any time prior to the Closing Date, there shall be a taking by eminent domain proceedings or the commencement of any such proceedings with respect to either (a) any building located on the Property, (b) access to and from the Property, (c) any parking spaces the taking of which would cause the Property to be in violation of applicable laws, or (d) would give any tenant occupying at least 10,000 square feet the right to terminate its lease, Buyer may, at its option, elect either to (i) terminate this Agreement and receive a refund of the Deposit, or (ii) continue the Agreement in effect, in which event, upon the Close of Escrow, Seller shall assign to Buyer, and Buyer shall be entitled to receive, any compensation, awards, or other payments or relief resulting from such condemnation proceeding.
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Condemnation Prior to Closing. Seller shall promptly notify Buyer of any condemnation proceedings affecting the Property commenced prior to the Close of Escrow. If any such proceeding occurs, this Agreement shall continue in effect, without delay or abatement of the Purchase Price, and Buyer shall be entitled to any compensation, awards or other payments or relief resulting from such condemnation proceeding to the extent applicable to the Property. The provisions of this Section shall survive the Close of Escrow.
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Condemnation Prior to Closing. If, after the date hereof and prior to the Closing, all or any portion of the Facility is condemned or taken by eminent domain (or is the subject of a pending or contemplated condemnation proceeding or taking by eminent domain which has not been completed), Seller shall promptly give Buyer reasonably detailed notice of such condemnation or taking. Upon receipt of such notice, Buyer shall have thirty (30) days to elect to either (i) proceed to Closing without a reduction in the Purchase Price in which event Purchaser shall be entitled to any and all claims that Seller may have to condemnation awards or any and all causes of action with respect to such condemnation or taking of the Facility or (ii) terminate this Agreement.
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Condemnation Prior to Closing. In the event that any condemnation proceedings are initiated prior to Closing and either (i) the entire Subject Property is to be taken or (ii) Seller determines that the diminution in value of, or cost to repair any damage to, the Subject Property resulting from a partial condemnation shall exceed $50,000, then either Buyer or Seller shall have the right to terminate this Agreement, and upon such termination, both parties shall be relieved of all obligations and liabilities hereunder and Seller shall be entitled to receive any award made by the condemning authority in connection with such condemnation proceedings. If neither Buyer nor Seller elects to terminate this Agreement as provided in the preceding sentence, or if Seller determines that the diminution in value or cost to repair any damage resulting from a partial condemnation shall not exceed $50,000, then Buyer shall pay the full Purchase Price for the Subject Property without reduction at Closing and Seller shall assign to Buyer at Closing all of Seller's right, title and interest in and to any award made by the condemning authority in connection with such condemnation proceedings.
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Related to Condemnation Prior to Closing

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

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