Eminent Domain Proceedings. In the event that the Historical Property is acquired in whole or in part by eminent domain or other acquisition by any entity authorized to exercise the power of eminent domain, and the acquisition is determined by the COUNTY to frustrate the purpose of this Agreement, the Agreement shall be canceled and no fee shall be imposed under Government Code Section 50286. This Agreement shall be deemed null and void for all purposes of determining the value of the property so acquired.
Eminent Domain Proceedings. (a) If, prior to the Closing Date, any Governmental Authority, including the Water Authority of Southeastern Nassau County, initiates a condemnation or eminent domain proceeding against a majority of the real and personal property of the Company and the Subsidiary (including without limitation the Owned Real Property), taken as a whole, by conducting a public hearing in accordance with the New York State Eminent Domain Procedure Law (the “EDPL”), N.Y. Em. Dom. Proc. Law, § 101 et seq. (XxXxxxxx 2010) or otherwise in accordance with applicable Law then in effect (a “Condemnation Proceeding”), the Seller shall promptly notify the Purchaser and shall provide the Purchaser with all information concerning such public hearing and any subsequent Condemnation Proceedings. The Purchaser shall then, at its sole option, either: (i) terminate this Agreement by providing written notice to the Seller within thirty (30) days of receipt of the notice from the Seller; or (ii) proceed to the Closing as provided in this Agreement, in which case, any right of the Seller to receive an award in condemnation or transfer resulting from negotiations pursuant to the commenced public hearing or such subsequent Condemnation Proceeding shall be assigned by the Seller to the Purchaser at the Closing, subject to the provisions of Section 5.15(c).
(b) If the Purchaser does not terminate this Agreement pursuant to Section 5.15(a), the Seller, the Company or the applicable Subsidiary shall: (i) not adjust or settle any Condemnation Proceedings without the prior written consent of the Purchaser, which approval may be withheld by the Purchaser in its sole and absolute discretion; (ii) keep the Purchaser fully advised as to the status of the Condemnation Proceedings; and (iii) allow the Purchaser to participate in all Condemnation Proceedings.
(c) If (i) a Condemnation Proceeding is initiated at any time during the period between the Date of this Agreement and the date that is three (3) months following the Closing Date, and (ii) an award is rendered pursuant thereto at any time during the two (2) year period following the Closing Date either (A) pursuant to an agreement or stipulation between the Company or the Subsidiary and such Governmental Authority for the acquisition of such any real or personal property of the Company or the applicable Subsidiary (including without limitation the Owned Real Property), pursuant to Section 304 of the EDPL, or other applicable Law then in effect or (B) a...
Eminent Domain Proceedings. To the knowledge of Seller, there is no condemnation or other proceedings in the nature of eminent domain pending or threatened against the Land, or any part thereof, and Seller has received no notice, oral or written, of the desire of any public authority or other entity to take or use the Land, or any part thereof.
Eminent Domain Proceedings. If the Premises or any portion thereof is taken by proceedings in eminent domain, State shall receive the entire award for such taking.
Eminent Domain Proceedings. If at any time during the Escrow period all or any substantial portion of the Property is threatened with condemnation or legal proceedings are commenced under the power of eminent domain, then notwithstanding anything to the contrary contained herein, either Seller or Buyer may terminate this Agreement and cancel Escrow by giving written notice to Escrow Holder and the other party. Thereupon, all instruments shall be returned to the respective parties who deposited the same, Buyer and Seller shall each pay one-half (1/2) of all title and Escrow cancellation charges, all other funds then in Escrow shall be disbursed to Buyer, and each party shall be excused from any further obligations hereunder or liability to the other party except pursuant to Section 12 above.
Eminent Domain Proceedings. None Sch. 6.1 (ee) - 1
Eminent Domain Proceedings. If, prior to the Closing Date, any condemnation or eminent domain proceeding has been threatened or commenced by any Governmental Authority against any portion of the Real Property or assets of the Company, then the Seller shall promptly notify the Buyer and shall provide the Buyer with all relevant information concerning such proceedings. In the event that the condemnation or eminent domain proceeding relates to Real Property or assets having a market value in excess of $1,500,000, each of the Buyer and the Seller shall have the right either: (a) to terminate this Agreement by providing written notice to the other party within thirty (30) days of receipt by the Buyer from the Seller of the notice and all relevant information concerning such proceeding; or (b) to proceed to the Closing as provided herein, in which case, any award in condemnation or transfer resulting from negotiations pursuant to the threatened or commenced eminent domain proceeding shall be assigned by the Seller or the Company to the Buyer at the Closing. Notwithstanding the foregoing, in the event that the condemnation or eminent domain proceeding relates to Real Property or assets having a market value of less than $1,500,000, then neither the Buyer nor the Seller shall have the right to terminate this Agreement pursuant to this Section 5.18.
Eminent Domain Proceedings. If at any time during the Escrow period the Property or any portion thereof is threatened with condemnation, or legal proceedings are commenced under the power of Eminent Domain or Force Majeure, Seller shall forthwith notify Buyer. Thereupon, if a substantial portion (i.e., at least ten percent [10%]) of the Property is so threatened, Buyer may terminate this Agreement and cancel Escrow by giving written notice to Escrow holder and Seller. If there be no such termination, then the parties shall cooperate with the other during the course of any such proceedings or threat thereof, and shall furnish to the other full copies of all pleadings, correspondence, documents, and other data concerning the same. Seller shall make all reasonable efforts to postpone any definitive proceedings, including, without limitation, a trial on the merits of the case, until after the Closing. Buyer at his expense shall be in control of any such condemnation proceedings or threat thereof during the Escrow period, but shall deal through Seller or consult with Seller prior to making any substantial negotiations or communications with public agencies or any substantial decisions affecting such proceedings or threat thereof. All court costs, appraisal fees and other expenses paid or incurred by Buyer in connection with such proceedings shall be entitled to retain all condemnation proceeds.
Eminent Domain Proceedings. Seller shall promptly notify Buyer of any condemnation proceeding commenced prior to the Close of Escrow. If any such proceeding relates to or may result in the loss of any material portion of the Property, Seller or Buyer may, at its option, elect either to (i) terminate this Agreement, in which event all funds deposited into Escrow by Buyer or released to Seller shall be returned to Buyer, all instruments shall be returned to the respective parties who deposited the same, and neither party shall have any further rights or obligations hereunder except as provided in Section 4.15, or(ii) continue the Agreement in effect, in which event upon the Close of Escrow. Buyer shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding.
Eminent Domain Proceedings. If City initiates legal proceedings in eminent domain, the Parties understand and agree that this Agreement shall continue in effect either until a settlement is reached or a Final Order of Condemnation is entered by the court pursuant to Section 1268.030 of the California Code of Civil Procedure in regards to the Property, whichever comes first.
