Material Condemnation. If the Condemnation would (i) result in the loss of more than twenty percent (20%) of the fair market value of the Land or Improvements (which shall be deemed to be equal to the Purchase Price), (ii) result in any material restriction in access to the Land or Improvements, or (iii) have a materially adverse effect on the operation of the Hotel or the Business as conducted prior to such Condemnation (a “Material Condemnation”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen (15) Business Days after Purchaser’s receipt of Seller’s written notice of such Condemnation, to (A) terminate this Agreement, in which case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (B) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in all proceeds and awards from such Condemnation by delivering an assignment instrument to Purchaser at Closing in form and substance reasonably satisfactory to Purchaser. If Purchaser fails to provide written notice of its election to Seller within such time period, then Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (A) of the preceding sentence. If the Closing is scheduled to occur within Purchaser’s fifteen (15) Business Day election period, then the Closing shall be postponed until the date which is five (5) Business Days after the Purchaser’s delivery of its election notice to Seller.
Material Condemnation. If prior to the Closing, all or any material portion (as defined in Section 18(d)), of the Property is subject to a “taking” (as defined below), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such taking (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same, and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fee, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price, and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. Purchase’s failure within such 5-Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). As used in this Section 18, “taking” means any transfer of the Property or any portion thereof or interest therein to a governmental entity or other party with appropriate authority, by exercise of the power of eminent domain. Notwithstanding anything to the contrary herein, if notice of the material taking is received within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such taking to elect to proceed under either clause (i) or (ii) above.
Material Condemnation. The covenants set forth in the second and third sentences of this Section 6.18 apply only prior to the Effective Time. In the event of a Material Condemnation involving the SCH Hospital Facility (including the real property on which it is located) prior to the Effective Time, the City shall within fifteen (15) Business Days after such Material Condemnation provide Notice thereof to SEARHC. Such Notice shall include copies of all material correspondence related to the condemnation. If, notwithstanding such Material Condemnation, the Closing occurs, then SEARHC’s obligation to provide the Continuing Interim Services at the SCH Hospital Facility as contemplated in Section 6.15(b) during the Interim Operating Period shall terminate if the Material Condemnation renders use and occupancy of the SCH Hospital Facility impossible, unsafe or unlawful.
Material Condemnation. In the event that prior to the Close of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award or proceeds payable by reason of such taking (other than any award or proceeds applicable to pre-Closing periods, for example in the case of a temporary taking). If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.3, Buyer shall be deemed to have elected to proceed under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent.
Material Condemnation. If any portion of or interest in the Property shall be taken or is in the process of being taken by exercise of the power of eminent domain or if any governmental authority notifies Seller prior to the Closing Date of its intent to take or acquire any portion of or interest in the Property, and such condemnation would materially and adversely affect the value of the Property ("Material Condemnation"), Seller shall give notice promptly to Buyer of such event, and Buyer shall have the option to terminate this Agreement by providing notice to Seller to such effect on or before the date which is ten (10) days from such notice or on the Closing Date, whichever occurs first, in which event the Escrow Agent shall return the Deposit pursuant to the terms of the Deposit Escrow Agreement, this Agreement shall terminate, and neither Seller nor Buyer shall have any recourse against the other. If Buyer does not timely notify Seller of its election to terminate this Agreement, Buyer shall purchase the Property and pay the Purchase Price, and Seller shall pay over or assign to Buyer on delivery of the deed all awards recovered or recoverable by Seller on account of such Material Condemnation, less any amounts reasonably expended by Seller in obtaining such award.
Material Condemnation. Upon the written election of the Executive Committee made pursuant to Section 4.3E(5) following any Material Taking;
Material Condemnation. In the event that prior to the Close --------------------- of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller within two (2) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be immediately returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and neither party hereto shall have any further rights or obligations hereunder, or (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller's rights to any condemnation award or proceeds payable by reason of such taking. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer's prior written consent, which consent may be withheld in Buyer's sole and absolute discretion. For the purposes of this Paragraph 16, a taking, as set forth herein, shall be deemed to be of a "material portion" of the Real Property if the value of the affected Real Property, or the decrease in the value of the remaining Real Property (for all of the Real Property), is in excess of One Million One Hundred Ninety Thousand and 00/00 Dollars ($1.190,000.00) as determined by Buyer and Seller in their reasonable discretion.
Material Condemnation. The absence of any condemnation or the institution of condemnation proceedings which results in the taking of any of the Improvements with a value of more than Fifty Thousand Dollars ($50,000), or a reduction in the number of any parking spaces below the minimum level required by law for the current use of the Properties or the present use of the Properties becoming a nonconforming use under applicable law. If this transaction closes, Seller shall assign to Purchaser on the Closing Date all condemnation awards and rights to awards held by Seller which were not used by Seller to pay the costs of any restorations of the Land or Improvements necessitated by any such condemnation.
Material Condemnation. Transferors shall notify Transferee in writing on the next business day, and in no event later than 24 hours, if, after the date of this Agreement and prior to the Closing, all or any part of a Pipeline and Terminal Asset is taken in condemnation or if proceedings for such purpose shall be pending, and such taking, individually or in the aggregate, constitutes or would constitute a Material Damage or Condemnation. Transferee shall have the option, exercisable within ten days following receipt of such written notice from Transferors (but before Closing), to elect by written notice to Transferors to terminate this Agreement.
Material Condemnation. In the event that prior to the Close of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller by no later than the earlier of (i) within ten (10) days after receiving written notice of such taking or (ii) two (2) business days prior to the Outside Closing Date, either (i) to terminate this Agreement, in which event the Deposit (less the Independent Consideration) and all interest accrued thereon shall be immediately returned to Buyer, any other money or documents in escrow with Escrow Holder shall be returned to the party depositing the same, and (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award or proceeds payable by reason of such taking. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent.
