Common use of Eminent Domain or Taking Clause in Contracts

Eminent Domain or Taking. If, before the Close of Escrow, any material portion of any Property is taken or if the access thereto or available parking area therefor is reduced or restricted, by eminent domain (or is the subject of a pending, threatened or contemplated taking which has not been consummated), Sellers shall immediately notify Buyer of such fact. In such event, Buyer shall have the option, in its sole and absolute discretion to (a) terminate this Agreement as to the affected Property or Properties by notice to Sellers, or (b) purchase the Properties without any reduction in the Purchase Price. Buyer's election shall be made by written notice to Sellers given not later than Close of Escrow. If Buyer does not exercise its option to terminate this Agreement, or if there has been a nonmaterial taking by eminent domain, neither party shall have the right to terminate this Agreement, but the Sellers shall assign and turn over, and the Buyer shall be entitled to receive and keep that portion of Sellers' condemnation award allocable to loss of use of the condemned Property for the period of time beginning 15 years after the Closing Date and the parties shall proceed to the Close of Escrow without modification of the terms of this Agreement and without any reduction in the Purchase Price or in the base rent payable under the applicable Lease. Unless or until this Agreement is terminated as to a condemned Property, Sellers shall take no action with respect to any eminent domain proceeding without the prior written consent of Buyer.

Eminent Domain or Taking. If, before prior to the Close of Escrow, any material portion of any the Property is taken or if the access thereto or available parking area therefor to the Project is reduced or restricted, by eminent domain or otherwise (or is the subject of a pending, threatened or contemplated taking which has not been consummated), Sellers shall immediately notify Buyer of such fact. In such event, Buyer TEM shall have the option, in its TEM's sole and absolute discretion discretion, to (a) terminate this Agreement as to the affected Property or Properties by notice to Sellers, or (b) purchase the Properties without any reduction in the Purchase Price. Buyer's election shall be made by upon written notice to Sellers Seller given not later than Close ten (10) business days after TEM is notified of Escrowsuch taking (and if necessary, the Closing Date shall be extended by the number of days necessary to provide TEM such ten (10) Business Day period). If Buyer does not exercise its option TEM elects to terminate this Agreement, or if there has been a nonmaterial taking by eminent domain, neither party shall have any further rights or obligations hereunder, except the right payment of title and escrow cancellation costs, which shall be borne equally by Seller and TEM. If TEM does not elect to terminate this Agreement, but all awards for the Sellers shall assign and turn over, and the Buyer taking by eminent domain which accrue to Seller shall be entitled paid to receive and keep that portion of Sellers' condemnation award allocable to loss of use of the condemned Property for the period of time beginning 15 years after the Closing Date TEM and the parties shall proceed to the Close of Escrow Closing pursuant to the terms hereof, without modification of the terms or Contribution Price of this Agreement Agreement, provided that TEM shall accept the Property "AS IS" and without any reduction in the Purchase Price or in the base rent payable under the applicable Lease"WITH ALL FAULTS" insofar only as such condemnation is concerned, and all of Seller's covenants, representations and warranties hereunder shall be deemed modified accordingly. Unless or until this Agreement is terminated as to a condemned Propertyterminated, Sellers Seller shall not take no any action with respect to any eminent domain proceeding without the prior written consent of BuyerTEM which consent shall not be unreasonably withheld or delayed.

Eminent Domain or Taking. If, before prior to the Close of Escrow, any material portion of any the Real Property is taken or if the access thereto or available parking area therefor is materially reduced or restrictedrestricted such that the Project as it is currently used is not in compliance with zoning requirements or if Saatchi can terminate the Saatchi Lease due to the taking or if any of the rentable square footage of the Improvements is taken, by eminent domain or otherwise (or is the subject of a pending, threatened or contemplated taking which has not been consummated), Sellers Seller shall immediately notify Buyer Buyer, in writing, of such fact. In such event, Buyer shall have the option, in its sole and absolute discretion discretion, to (a) terminate this Agreement as to the affected Property or Properties by notice to Sellers, or (b) purchase the Properties without any reduction in the Purchase Price. Buyer's election shall be made by upon written notice to Sellers Seller given not later than Close ten (10) days after receipt of EscrowSeller’s notice. If this Agreement is so terminated, the provisions of Paragraph 10.3 shall govern. If Buyer does not exercise its this option to terminate this Agreement, or if there has not been a nonmaterial material taking by eminent domaindomain or otherwise to give rise to such option, neither party shall have the right to terminate this Agreement, but the Sellers Seller shall assign and turn over, and the Buyer shall be entitled to receive and keep that portion of Sellers' condemnation award allocable to loss of use of the condemned Property keep, all awards for the period of time beginning 15 years after the Closing Date taking by eminent domain which accrue to Seller and the parties shall proceed to the Close of Escrow pursuant to the terms hereof, without modification of the terms of this Agreement and without any reduction in the Purchase Price or in the base rent payable under the applicable LeasePrice. Unless or until this Agreement is terminated as to a condemned Propertyterminated, Sellers Seller shall take no action with respect to any eminent domain proceeding without the prior written consent of Buyer.

Eminent Domain or Taking. If, before prior to the Close of EscrowClosing, any material portion of any Property Development is taken or if the access thereto or available parking area therefor to the Real Property is materially reduced or restricted, restricted by eminent domain or otherwise (or is the subject of a pending, threatened or contemplated pending taking which has not been consummated), Sellers shall immediately notify Buyer which materially and adversely affects the use, operation or value of such fact. In such eventthe applicable Development, Buyer shall have the option, in its Buyer's sole and absolute discretion discretion, to terminate this Agreement upon written notice to Seller given not later than ten (a10) Business Days after Buyer is notified of such taking (and if necessary, the Closing Date shall be extended by the number of days necessary to provide Buyer such ten (10) Business Day period). If Buyer elects to terminate this Agreement as provided in the preceding sentence, (a) the Deposit shall be immediately returned to the affected Property or Properties by notice to SellersBuyer, or and (b) purchase the Properties without neither party shall have any reduction in the Purchase Price. Buyer's election shall be made by written notice to Sellers given not later than Close further Liability hereunder except for those Liabilities that expressly survive termination of Escrowthis Agreement. If Buyer does not exercise its option elect to terminate this Agreement, or if there has been a nonmaterial all awards for the taking by eminent domaindomain which are actually paid to Seller (less the amount of all reasonable legal fees and other costs and expenses incurred by Seller in obtaining payment of such award and subject to the rights of Tenants to any such awards under the Tenant Leases, neither party shall have the right to terminate this Agreement, but the Sellers shall assign and turn over, and the Buyer if any) shall be entitled paid to receive and keep that portion of Sellers' condemnation award allocable to loss of use of the condemned Property for the period of time beginning 15 years after Buyer at the Closing Date and the parties shall proceed to the Close of Escrow Closing pursuant to the terms hereof, without modification of the terms of this Agreement and Agreement. To the extent such awards have not been paid to Seller prior to the Closing, Seller shall assign to Buyer at the Closing (without any reduction in recourse to Seller) the Purchase Price or in the base rent payable under the applicable Leaserights of Seller to such awards. Unless or until this Agreement is terminated as to a condemned Propertyterminated, Sellers Seller shall not take no any action with respect to any eminent domain proceeding without the prior written consent of BuyerBuyer which consent shall not be unreasonably withheld, conditioned or delayed.

Eminent Domain or Taking. If, before prior to the Close of EscrowClosing, any material portion of any Property the Land is taken or if the access thereto or available parking area therefor is reduced or restricted, by eminent domain or otherwise (or is the subject of a pending, threatened or contemplated taking which has not been consummated), Sellers Seller shall immediately notify Buyer of such factthereof. In such event, Buyer shall have the option, in its sole and absolute discretion discretion, to (a) terminate this Agreement as to the affected Property or Properties by notice to Sellers, or (b) purchase the Properties without any reduction in the Purchase Price. Buyer's election shall be made by upon written notice to Sellers Seller given not later than Close thirty (30) days after receipt of EscrowSeller's notice. For purposes hereof, “material” shall be deemed to be any taking where access to any portion of the Land is reduced or restricted or where the Property cannot be fully used for its intended purpose, or where the amount of compensation expected to be paid is estimated to equal or exceed $50,000.00. If Buyer does not exercise its this option to terminate this Agreement, or if there has not been a nonmaterial material taking by eminent domaindomain or otherwise to give rise to such option, neither party shall have the right to terminate this Agreement, but the Sellers Seller shall assign and turn over, and the Buyer shall be entitled to receive and keep that portion of Sellers' condemnation award allocable to loss of use of the condemned Property keep, all awards for the period of time beginning 15 years after the Closing Date taking by eminent domain which accrue to Seller and the parties Buyer and Seller shall proceed to the Close Closing pursuant to the terms of Escrow this Agreement, without modification of the terms of this Agreement and without any reduction in the Purchase Price or in the base rent payable under the applicable LeasePrice. Unless or until this Agreement is terminated as to a condemned Propertyterminated, Sellers Seller shall take no action with respect to any eminent domain proceeding without the prior written consent of Buyer.