Common use of Loss due to Condemnation Clause in Contracts

Loss due to Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or give any notice of intent to institute such proceeding with regard to the Land or Improvements, and the same is not dismissed in a final determination for which all appeal periods have passed on or before ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceeding, be entitled to terminate this Agreement, in which event the Deposit shall be immediately refunded to Purchaser, and thereupon this Agreement shall be terminated, and the parties hereto shall be relieved of all further obligations and liability under this Agreement (other than the Surviving Covenants). In the event that Purchaser does not elect to terminate this Agreement, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by reason of such condemnation prior to Closing. In such event, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement, except that there will be an abatement of the Purchase Price equal to the amount of the net proceeds, less costs and attorney's fees, which are received by Seller by reason of such condemnation prior to Closing. If the condemnation proceeding shall not have been concluded prior to the Closing, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to Purchaser.

Loss due to Condemnation. IfIn the event of a condemnation of all or a Substantial Portion (as hereinafter defined) of the Project which condemnation shall render a Substantial Portion of the Project untenantable or results in the Project not having sufficient parking to comply with applicable law or the specific requirement of any Operating Agreement, prior Purchaser may, upon written notice to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or give any notice of intent to institute such proceeding with regard to the Land or Improvements, and the same is not dismissed in a final determination for which all appeal periods have passed on or before Sellers given within ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceedingevent, be entitled to terminate cancel this Agreement, in which event the Escrow Holder at Purchaser's request shall return the Deposit shall be immediately refunded to Purchaserplus all interest earned thereon, and thereupon this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants). In the event that Purchaser does not elect to terminate this Agreementterminate, or if the condemnation affects less than a Substantial Portion and does not affect the parking capacity in the manner described above, then this Agreement shall remain in full force and effect, the Purchase Price shall not be reduced and Seller Purchaser shall be entitled to an assignment of all monies received of Sellers' share of the condemnation award (net of (1) the costs of collection incurred by Sellers, if any, and (2) if the condemnation is temporary, the portion of such award, if any, attributable to the period prior to the Adjustment Point, which amounts shall be retained by Sellers). Notwithstanding the foregoing, Sellers shall be entitled to receive or collected by reason retain out of such condemnation prior award any reasonable amounts expended by any such Seller to Closingrestore or protect the Project. In such event, no event shall Sellers be obligated to repair or restore the transaction hereby contemplated shall close in accordance with the terms and conditions Project. For purposes of this AgreementSection 7.01, except that there will be an abatement a Substantial Portion shall mean a condemnation of the Purchase Price equal to the amount Project in excess of $5,000,000 in value of the net proceeds, less costs and attorney's fees, which are received by Seller by reason of such condemnation prior to Closing. If the condemnation proceeding shall not have been concluded prior to the Closing, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to PurchaserProject.

Loss due to Condemnation. IfIn the event of a condemnation of all or a Substantial Portion of the Real Property which condemnation shall or would render a Substantial Portion of the Real Property untenantable, prior or if any portion of the building or parking area is taken, either party may, upon written notice to Closing, any governmental authority or the other entity having condemnation authority shall institute an eminent domain proceeding or give any party given within 10 days of receipt of notice of intent to institute such proceeding with regard to the Land or Improvementsevent, and the same is not dismissed in a final determination for which all appeal periods have passed on or before ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceeding, be entitled to terminate cancel this Agreement, in which event Seller shall instruct the Title Company to return the Deposit shall be immediately refunded to Purchaser, and thereupon this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants). In the event that Purchaser neither party elects to terminate, or if the condemnation affects less than a Substantial Portion or does not elect to terminate this Agreementaffect the building or parking area, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by reason of such condemnation prior to Closingclosing. In such event, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement, Agreement except that there will be an abatement of the Purchase Price equal to the amount of the net proceeds, less costs and attorney's fees, which are received by Seller by reason of such condemnation prior to Closingclosing. If the condemnation proceeding shall not have been concluded prior to the Closing, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to Purchaser.pending

Loss due to Condemnation. IfIn the event of a condemnation of all or a Substantial Portion (as hereinafter defined) of the Real Property which condemnation shall or would render a Substantial Portion of the Real Property untenantable, prior to Closingor if any portion of the building or parking area is taken, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or give any either party may, upon written notice of intent to institute such proceeding with regard to the Land or Improvements, and the same is not dismissed in a final determination for which all appeal periods have passed on or before other party given within ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceedingevent, be entitled to terminate cancel this Agreement, in which event Seller shall instruct the Escrow Holder to return the Deposit shall be immediately refunded to Purchaser, and thereupon less one-half of any escrow fee charged by the Escrow Holder, this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants). In the event that Purchaser neither party elects to terminate, or if the condemnation affects less than a Substantial Portion or does not elect to terminate this Agreementaffect the building or parking area, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by reason of such condemnation prior to Closingclosing. In such event, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement, Agreement except that there will be an abatement of the Purchase Price equal to the amount of the net proceeds, less actual third party out of pocket costs and reasonable attorney's fees, which that are received by Seller prior to Closing by reason of such condemnation prior to Closingcondemnation. If the condemnation proceeding shall not have been concluded prior to the Closing, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to Purchaser. For purposes of this Section 7.1, a Substantial Portion shall mean a condemnation of in excess of $250,000 in value of the Real Property or a condemnation that gives Boscov's the right to terminate its lease.

Loss due to Condemnation. IfIn the event of a condemnation of all or a Substantial Portion of the Real Property which condemnation shall or would render a Substantial Portion of the Real Property untenantable, prior or if any portion of the building or parking area is taken, either party may, upon written notice to Closing, any governmental authority or the other entity having condemnation authority shall institute an eminent domain proceeding or give any party given within 10 days of receipt of notice of intent to institute such proceeding with regard to the Land or Improvementsevent, and the same is not dismissed in a final determination for which all appeal periods have passed on or before ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceeding, be entitled to terminate cancel this Agreement, in which event Seller shall instruct the Title Company to return the Deposit shall be immediately refunded to Purchaser, and thereupon this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants). In the event that Purchaser neither party elects to terminate, or if the condemnation affects less than a Substantial Portion or does not elect to terminate this Agreementaffect the building or parking area, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by reason of such condemnation prior to Closingclosing. In such event, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement, Agreement except that there will be an abatement of the Purchase Price equal to the amount of the net proceeds, less costs and attorney's fees, which are received by Seller by reason of such condemnation prior to Closingclosing. If the condemnation proceeding shall not have been concluded prior to the Closingclosing, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to Purchaser.pending

Loss due to Condemnation. If, prior to Closing, any governmental authority In the event of a condemnation of all or other entity having condemnation authority shall institute an eminent domain proceeding or give any notice a Substantial Portion (as hereinafter defined) of intent to institute such proceeding with regard to the Land and Improvements which condemnation shall render a Substantial Portion of the Land and Improvements untenantable or Improvementsresults in the Property not having sufficient parking to comply with applicable law or the specific requirement of any Lease or Operating Agreement, and the same is not dismissed in a final determination for which all appeal periods have passed on or before Purchaser may, upon written notice to Seller given within ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceedingevent, be entitled to terminate cancel this Agreement, in which event the Escrow Holder at Purchaser's request shall return the Deposit shall be immediately refunded to Purchaserplus all interest earned thereon, and thereupon this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants). In the event that Purchaser does not elect to terminate this Agreementterminate, or if the condemnation affects less than a Substantial Portion and does not affect the parking area in the manner described above, then this Agreement shall remain in full force and effect, the Purchase Price shall not be reduced and Purchaser shall be entitled to an assignment of all of Seller's share of the condemnation award (net of (1) the costs of collection incurred to the Closing Date, if any, and (2) if the condemnation is temporary, the portion of such award, if any, attributable to the period from and after the Closing Date, after deducting therefrom reasonable expenditures made by Seller as a result of the related taking, but only to the extent such portion was paid to Seller prior to the Closing Date). Notwithstanding the foregoing, Seller shall be entitled to all monies received receive or collected by reason retain out of such condemnation prior award any reasonable amounts expended by Seller to Closingrestore or protect the Mall. In such event, no event shall Seller be obligated to repair or restore the transaction hereby contemplated shall close in accordance with the terms and conditions Land or Improvements. For purposes of this AgreementSection 7.01, except that there will be an abatement a Substantial Portion shall mean a condemnation of the Purchase Price equal to the amount Land and Improvements in excess of One Million Dollars ($1,000,000) in value of the net proceeds, less costs and attorney's fees, which are received by Seller by reason of such condemnation prior to Closing. If the condemnation proceeding shall not have been concluded prior to the Closing, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to PurchaserProperty.

Loss due to Condemnation. If, In the event of a condemnation occurring after the Effective Date and prior to Closingthe Closing Date if all or a Substantial Portion of the Real Property is taken, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or give any either party may, upon written notice of intent to institute such proceeding with regard to the Land or Improvements, and the same is not dismissed in a final determination for which all appeal periods have passed on or before other party given within ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceedingevent, be entitled to terminate cancel this Agreement, in which event Seller shall instruct the Escrow Agent to return the Deposit shall be immediately refunded to Purchaser, and thereupon this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants)Obligations. In the event that Purchaser neither party elects to terminate, or if the condemnation affects less than a Substantial Portion or does not elect to terminate this Agreementaffect the building or parking area, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by reason of such condemnation prior to Closingclosing. In such event, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement, Agreement except that there will be an abatement of the Purchase Price equal to the amount of the net proceeds, less costs and attorney's ’s fees, which are received by Seller by reason of such condemnation prior to Closingthe Closing Date. If the condemnation proceeding shall not have been concluded prior to the ClosingClosing Date, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to Purchaser. For purposes of this Section 9.1, a “Substantial Portion” shall mean a condemnation of (i) any portion of the building or (ii) any portion of the parking lot which materially affects the number of parking spaces or ingress/egress from the parking lot.

Loss due to Condemnation. If, In the event of a condemnation occurring after the Effective Date and prior to Closingthe Closing Date, any governmental authority if all or other entity having condemnation authority shall institute an eminent domain proceeding or give any a Substantial Portion of the Real Property is taken, either party may, upon written notice of intent to institute such proceeding with regard to the Land or Improvements, and the same is not dismissed in a final determination for which all appeal periods have passed on or before other party given within ten (10) days prior to the Closing Date set forth in this Agreement, then Seller shall, upon becoming aware of same, promptly notify Purchaser thereof and Purchaser shall, for a period of five (5) business days following receipt of such notice from Purchaser or otherwise becoming aware of such proceeding or intended proceedingevent, be entitled to terminate cancel this Agreement, in which event Seller shall instruct the Escrow Agent to return the Deposit shall be immediately refunded to PurchaserBuyer, and thereupon this Agreement shall be terminated, terminate and the parties hereto neither party shall be relieved of all further have any rights or obligations and liability under this Agreement (other than hereunder except for the Surviving Covenants). In the event that Purchaser neither party elects to terminate, or if the condemnation affects less than a Substantial Portion or does not elect to terminate this Agreementaffect the building or parking area, then this Agreement shall remain in full force and effect, and Seller shall be entitled to all monies received or collected by reason of such condemnation prior to Closingclosing. In such event, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement, Agreement except that there will be an abatement of the Purchase Price equal to the amount of the net proceeds, less costs and attorney's ’s fees, which are received by Seller by reason of such condemnation prior to Closingthe Closing Date. If the condemnation proceeding shall not have been concluded prior to the ClosingClosing Date, then there shall be no abatement of the Purchase Price and Seller shall assign any interest it has in the pending award to PurchaserBuyer. For purposes of this Section 7.1, a “Substantial Portion” shall mean a condemnation of any portion of (i) the building or (ii) the parking lot which materially affects the number of parking spaces or ingress/egress from the parking lot.