Common use of Eminent Domain Proceedings Clause in Contracts

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) after the entry of an order of the appropriate judgment by a court with competent jurisdiction over the Condemnation Proceeding pursuant to Sections 512 and 513 of the EDPL, or other applicable Law then in effect, then the Purchaser and the Seller shall share equally the amount of such award that is in excess of: (i) the Final Purchase Price, as adjusted pursuant to Section 2.4, as reasonably allocated by Purchaser to the affected properties, plus (ii) any and all expenses incurred by the Company or the applicable Subsidiary in connection with or related to the Condemnation Proceeding, and any and all liabilities related to the affected properties that are retained by the Company or the applicable Subsidiary following the disposition resulting from the Condemnation Proceeding, plus (iii) any and all expenses incurred by the Purchaser in connection with or related to the transactions contemplated by this Agreement, plus (iv) the aggregate amount of capital expenditures with respect to the affected properties made by the Company or the applicable Subsidiary during the period between the Closing Date and the date that such award in condemnation is rendered, less (v) the aggregate amount of depreciation accrued by the Company or the applicable Subsidiary with respect to the affected properties during the period between the Closing Date and the date that such award in condemnation is rendered.

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 all or a majority material portion of the any real and or personal property of the Company and the or any Subsidiary (including without limitation the Owned Real Property), taken as a whole, Estate) 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 Buyer and shall provide the Purchaser Buyer with all information concerning such public hearing and any subsequent Condemnation Proceedings. The Purchaser Buyer shall then, at its sole option, either: (i) terminate this Agreement by providing written notice to the Seller within thirty twenty (3020) days of receipt of the notice from the Seller; or (ii) proceed to the Closing as provided in this Agreementherein, 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 Buyer at the Closing, subject to the provisions of Section 5.15(c5.16(c). (b) If the Purchaser Buyer does not terminate this Agreement pursuant to Section 5.15(a5.16(a) and Section 8.1(d), the Seller, the Company or the applicable Subsidiary shall: (i) not adjust or settle any Condemnation Proceedings without the prior written consent of the PurchaserBuyer, which approval may be withheld by the Purchaser Buyer in its sole and absolute discretion; (ii) keep the Purchaser Buyer fully advised as to the status of the Condemnation Proceedings; and (iii) allow the Purchaser Buyer to participate in all Condemnation Proceedings. (c) If (i) a Condemnation Proceeding is initiated at any time during the period between the Effective 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 any 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 PropertyEstate), pursuant to Section 304 of the EDPL, or other applicable Law then in effect or (B) after the entry of an order of the appropriate judgment by a court with competent jurisdiction over the Condemnation Proceeding pursuant to Sections 512 and 513 of the EDPL, or other applicable Law then in effect, then the Purchaser Buyer and the Seller shall share equally the amount of such award that is in excess of: (i) the Final final Purchase Price, as adjusted pursuant to Section 2.4, as reasonably allocated by Purchaser to the affected propertiesArticle II, plus (ii) any and all expenses incurred by the Company or the applicable Subsidiary in connection with or related to the Condemnation Proceeding, and any and all liabilities related to the affected properties that are retained by the Company or the applicable Subsidiary following the disposition resulting from the Condemnation Proceeding, plus (iii) any and all expenses incurred by the Purchaser Buyer in connection with or related to the transactions contemplated by this Agreement, plus (iv) the aggregate amount of capital expenditures with respect to the affected properties made by the Company or the applicable Subsidiary during the period between the Closing Date and the date that such award in condemnation is rendered, less (v) the aggregate amount of depreciation accrued by the Company or the applicable Subsidiary with respect to the affected properties during the period between the Closing Date and the date that such award in condemnation is rendered.

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 all or a majority material portion of the any real and or personal property of the Company and the Subsidiary (including without limitation the Owned Real Property), taken as a whole, Estate) 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 Buyer and shall provide the Purchaser Buyer with all information concerning such public hearing and any subsequent Condemnation Proceedings. The Purchaser Buyer shall then, at its sole option, either: (i) terminate this Agreement by providing written notice to the Seller within thirty twenty (3020) days of receipt of the notice from the Seller; or (ii) proceed to the Closing as provided in this Agreementherein, 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 Buyer at the Closing, subject to the provisions of Section 5.15(c5.16(c). (b) If the Purchaser Buyer does not terminate this Agreement pursuant to Section 5.15(a5.16(a) and Section 8.1(d), the Seller, Seller or the Company or the applicable Subsidiary shall: (i) not adjust or settle any Condemnation Proceedings without the prior written consent of the PurchaserBuyer, which approval may be withheld by the Purchaser Buyer in its sole and absolute discretion; (ii) keep the Purchaser Buyer fully advised as to the status of the Condemnation Proceedings; and (iii) allow the Purchaser Buyer to participate in all Condemnation Proceedings. (c) If (i) a Condemnation Proceeding is initiated at any time during the period between the Effective 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 PropertyEstate), pursuant to Section 304 of the EDPL, or other applicable Law then in effect or (B) after the entry of an order of the appropriate judgment by a court with competent jurisdiction over the Condemnation Proceeding pursuant to Sections 512 and 513 of the EDPL, or other applicable Law then in effect, then the Purchaser Buyer and the Seller shall share equally the amount of such award that is in excess of: (i) the Final final Purchase Price, as adjusted pursuant to Section 2.4, as reasonably allocated by Purchaser to the affected propertiesArticle II, plus (ii) any and all expenses incurred by the Company or the applicable Subsidiary in connection with or related to the Condemnation Proceeding, and any and all liabilities related to the affected properties that are retained by the Company or the applicable Subsidiary following the disposition resulting from the Condemnation Proceeding, plus (iii) any and all expenses incurred by the Purchaser Buyer in connection with or related to the transactions contemplated by this Agreement, plus (iv) the aggregate amount of capital expenditures with respect to the affected properties made by the Company or the applicable Subsidiary during the period between the Closing Date and the date that such award in condemnation is rendered, less (v) the aggregate amount of depreciation accrued by the Company or the applicable Subsidiary with respect to the affected properties during the period between the Closing Date and the date that such award in condemnation is rendered.