Material Taking. If any portion of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking materially interferes with the use of the Premises for the purpose for which they were leased to Tenant or causes the Premises or the exclusive parking area designated for Tenant to be in noncompliance with Applicable Laws, then within thirty (30) days after such taking Landlord shall notify Tenant as to whether or not Landlord will reconstitute the Premises or the Project such that the Premises or the Project once again complies with Applicable Laws or replicate the Premises or the Project to substantially the condition it was in prior to such taking, as applicable, within one hundred eighty (180) days after such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Premises or the Project, as applicable, or otherwise fails to complete the reconstitution or replication within one hundred eighty (180) days after such taking, then this Lease shall terminate and the Rent shall be abated during the unexpired portion of this Lease, effective as of the date of such taking. If Landlord notifies Tenant that it will replicate or reconstitute the Premises or the Project, as applicable, then this Lease shall not terminate but Rent accruing after the date of such taking shall be reduced to such extent as may be fair and reasonable under all of the circumstances (which may include a abatement of all Rent), effective as of the date of such taking until the Premises or the Project as applicable, is fully reconstituted or replicated, at which time Rent will again adjust to the amounts set forth in Paragraph 4.
Material Taking. If (a) all or any portion of a Segment (or a Related Facility, as applicable) shall be acquired for any public or quasi-public use through taking by condemnation, eminent domain or any similar proceeding, or purchase in lieu thereof (each, a "Taking"); and (b) PTI and Colonial reasonably determine, as applicable, that (i) the Segment or portion thereof cannot, at reasonable cost, continue to be operated for both the existing Pipeline and the operation of the Telecommunications Network, or (ii) the Related Facility or portion thereof cannot, at reasonable cost, continue to be operated for both the existing Colonial Related Facility and the operation of PTI's Regen Facilities thereon (in either such case, a "Material Taking"), then any Permits or Segment Leases applicable to the portion of the Colonial Rights-of-Way or Related Facility so taken shall cease and terminate as of the date the condemning authority takes title or possession, whichever first occurs and only to the extent that such Permits or Segment Leases apply to the property so taken.
Material Taking. (a) (i) In the event of a Taking of the entire Demised Premises, this Lease shall automatically cease and terminate upon the date that title is vested in the Taking authority and all Fixed Rent and Additional Rent shall be paid up to that date. In the event of a Taking of the entire Demised Premises during the Term, in addition to any award received by Landlord and in addition to all other payments required to be made by Tenant hereunder, and in the event such Taking is effected by the City of New York or any of its agencies or instrumentalities, or by the MTA, or by New York State on behalf of the MTA, Tenant shall pay Landlord an additional amount equal to twenty-five (25%) percent of the award received by Landlord in the condemnation proceeding (which award, for purposes of calculating the additional amount paid to Landlord, shall not be reduced by such amount). Landlord and Tenant agree that this additional amount represents Landlord’s recovery of its loss of business opportunity and such amount is not a penalty.
Material Taking. Within 30 days of a Material Talking affecting any Property, Lessee shall either:
(i) deliver a rejectable offer to Lessor (a "Condemnation Substitution Offer") to substitute a Substitute Property for the affected Property pursuant to the terms and conditions of Section 55 of this Lease; or
(ii) make a payment (a "Condemnation Termination Payment") to Lessor to terminate this Lease with respect to the affected Property in an amount equal to the Applicable Percentage for that Property multiplied by the aggregate Base Annual Rental and Additional Rental for the remaining Initial Term. All Condemnation Termination Payments shall be made on a regularly scheduled Base Monthly Rental payment date upon no less than 30 days prior written notice from Lessee to Lessor. Lessor shall have 120 days from the delivery of a Condemnation Substitution Offer satisfying the requirements of Section 55 to accept or reject that offer in its sole discretion. Lessor's failure to deliver notice of acceptance or rejection of that offer within such time period shall be deemed to constitute Lessor's acceptance of the Condemnation Substitution Offer. If the Mortgage corresponding to the affected Property is still outstanding, any rejection of the Condemnation Substitution Offer by Lessor shall not be effective unless it is consented to in writing by Lender and such written consent is delivered to Lessee within that 120-day period (Lender shall be deemed to have objected to Lessor's rejection of such Condemnation Substitution Offer if Lender does not consent to or object to Lessor's rejection of such Condemnation Substitution Offer within such 120-day period).
Material Taking. If any portion of the Premises shall be taken or condemned for a public or quasi-public use or purpose by any competent authority (hereinafter called a “Taking”) and as a result thereof, it shall be economically unfeasible or illegal for Tenant or the Subtenants to use and occupy the balance of the Premises for their intended purposes, then at the option of Tenant in such event, this Lease shall terminate upon delivery of possession of the applicable portion of the Premises to the condemning authority. Landlord and Tenant shall share in any condemnation award or any judgment for damages caused by such Taking (hereinafter called the “Award”), with Landlord being allocated the fair market value of its fee simple interest in the Premises “subject to” the Lease, including its interest as landlord under this Lease and reversionary interest in MOB B and the other improvements located on the Premises (the “Landlord’s Interest”), and Tenant being allocated the fair market value of its leasehold estate and its interest in MOB B and any improvements to the Premises paid for by Tenant, subject to Landlord’s reversionary interest therein (the “Tenant’s Interest”).
Material Taking. In the event such condemnation is Material (as defined below) but not a total taking as set forth in Section 11.1.1 above, Purchaser shall have the right to terminate this Agreement by notice to Seller given on or before the date that is the earlier to occur of (a) ten (10) days after the date of the Taking Notice and (b) the Closing. In the event that Purchaser does not terminate this Agreement, Purchaser shall accept such title to the Real Property as Seller can deliver, in which case Seller shall pay over or assign to Purchaser all rights and proceeds arising by reason of such taking (less any collection costs incurred by Seller in connection therewith and any costs and expenses incurred by Seller to restore the Property, provided that Purchaser has approved the same, such approval not to be unreasonably withheld, conditioned or delayed) and Purchaser shall pay the Purchase Price without reduction. If the Agreement is terminated pursuant to this Section 11.1.2, (i) the Deposit shall be returned to Purchaser, and (ii) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further liability or obligation under this Agreement.
Material Taking. If any taking of a portion of the Premises materially interferes with the use of the Premises for the purposes for which it is currently used or materially reduce the square footage of the Premises (including the parking areas), Buyer may terminate this Agreement, by written notice to Seller within fifteen (15) business days of Seller’s notice to Buyer of such a taking. Upon the giving of such termination notice, the Deposit shall be returned to Buyer and this Agreement shall become null and void, except for the indemnity obligations of Buyer to Seller set forth in this Agreement which will survive termination of this Agreement. If Buyer does not timely give notice of termination, Buyer’s obligations hereunder shall remain in effect notwithstanding such condemnation and Buyer shall remain obligated to consummate the purchase in accordance with the terms of this Agreement.
Material Taking. (a) In the event of a Taking of the entire Demised Premises, this Lease shall automatically cease and terminate upon the date that possession of the entire Premises is taken by or given to the Taking authority and all Fixed Rent and Additional Rent shall be paid up to that date. In the event of a Taking of more than an “Immaterial Area” (as hereinafter defined) but not of the entire Demised Premises, this Lease shall, at the option of Tenant, to be exercised only by giving notice of termination to Landlord no later than thirty (30) days following the date on which the portion of the Demised Premises is Taken by or given to the Taking authority, TIME BEING OF THE ESSENCE, cease and terminate on the later of (i) the date on which Tenant’s notice is given, or (ii) the date on which the portion of the Demised Premises is Taken by or given to the Taking authority, and all Fixed Rent, Additional Rent and all other sums due Landlord by Tenant shall be paid up to the date of such termination. Tenant’s failure to give notice within the time period required herein shall be deemed an irrevocable waiver of Tenant’s right to terminate this Lease under this Section 15.02(a).
(b) If this Lease is terminated in accordance with Section 15.02(a), Tenant shall be entitled to receive from Landlord a portion of the net Proceeds (hereinafter defined) of such Taking in accordance with Section 15.02(e). If this Lease is not terminated in accordance with Section 15.02(a), or if the Taking is of an Immaterial Area, then this Lease shall continue in full force and effect as to the portion of the Demised Premises not Taken, and Tenant shall be entitled to a reduction in the Fixed Rent in accordance with Section 15.03.
(c) As used herein, the term “Immaterial Area” shall mean up to thirty percent (30%) of the Demised Premises.
Material Taking. In the event that prior to the Close of Escrow, all or any material portion of the 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 fifteen (15) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event neither party hereto shall have any further rights or obligations hereunder, subject to the Surviving Provisions, or (ii) to accept the 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 Xxxxx's prior written consent not unreasonably withheld.
Material Taking. If any such taking of a portion of the Premises materially interferes with the use of the Premises for the purposes for which it is currently intended to be used, either Seller or Buyer may terminate this Agreement by written notice to the other party. Upon the giving of such termination notice, this Agreement shall become null and void except for the indemnity obligations of Buyer to Seller set forth in this Agreement which will survive termination of this Agreement, and all executed counterparts of this Agreement shall be returned to Seller. If this Agreement is not so terminated pursuant to this subparagraph (b), the provisions of subparagraph (a) above shall govern.
