Common use of Permanent Taking Clause in Contracts

Permanent Taking. (a) In the event of a Taking of an entire Facility, this Lease shall terminate as of the date of such Taking with respect to such Facility. (b) In the event of a Taking of less than the entire portion of a Facility, if Lessee or Lessor reasonably determines that the remaining land and building or buildings, after necessary repairs, cannot economically and feasibly be operated as a hotel as contemplated in this Lease, then either Lessor or Lessee may terminate this Lease with respect to such Facility. (c) Upon any Taking of a Facility, whether or not this Lease is terminated with respect to such Facility, Lessee shall, if applicable law permits, undertake separate proceedings with respect to the determination of its loss resulting from the Taking. If such separate proceedings cannot be undertaken, Lessee shall nonetheless be entitled to a fair and equitable share of the award or other proceeds of the Taking paid to Lessor to the extent of Lessee's loss; provided, however, that Lessor shall receive the entire proceeds attributable to the Taking of all land, the Facility, the Furniture, Fixtures and Equipment, and Capital Improvements. (d) If this Lease is not terminated with respect to a Facility following a partial Taking under this Section 15.2, then this Lease shall remain in full force and effect with respect to the remainder of the Facility so taken, and Lessor shall repair, restore, replace or rebuild the remainder of such Facility to the extent condemnation proceeds are made available to Lessor for such repair, restoration, replacement or rebuilding as nearly as possible to its value, condition and character immediately prior to the Taking. Lessor shall commence the work promptly after the date of the Taking and shall complete the same with diligence.

Permanent Taking. (a) In If the event whole or substantially the whole of a Taking the Building or of an entire Facilitythe Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall cease and terminate as of the date of taking of possession for such Taking with respect to such Facility. (b) In the event of a Taking of use or purpose. If less than the entire whole or substantially the whole of the Building or of the Premises shall be so condemned or taken, and the use of the Building or of the Premises for the purposes of Tenant are materially impaired, then either Tenant or Landlord may, at the option of either, exercised within sixty (60) days following the date of the taking of possession for such use or purpose, terminate this Lease and the term and estate hereby granted as of the date such possession is taken, by notifying the other party in writing of such termination. Upon any such taking or condemnation and the continuing in force possession of this Lease as to any part of the Premises, the Monthly Base Rent shall be diminished by an amount representing the part thereof properly applicable to the portion of a Facilitythe Premises which may be so condemned or taken and Landlord shall, if Lessee or Lessor reasonably determines at its expense, proceed with reasonable diligence to repair, alter and restore the remaining part of the Building and the Premises to substantially their former condition to the extent that the remaining land and building same may be feasible. Landlord shall be entitled to receive the entire award paid to Landlord in any condemnation proceeding (but not including Tenant’s separate award for relocation damages or buildingsother damages accruing to Tenant’s interest), after necessary repairs, cannot economically and feasibly be operated as a hotel as contemplated in including any award for the value of any unexpired term of this Lease, then either Lessor and Tenant shall have no claim against Landlord or Lessee may terminate this Lease with respect to such Facility. (c) Upon any Taking of a Facility, whether or not this Lease is terminated with respect to such Facility, Lessee shall, if applicable law permits, undertake separate proceedings with respect to against the determination of its loss resulting from the Taking. If such separate proceedings cannot be undertaken, Lessee shall nonetheless be entitled to a fair and equitable share of the award or other proceeds of the Taking paid to Lessor condemnation except to the extent of Lessee's loss; providedspecial expenses, howeversuch as moving expenses, that Lessor shall receive the entire proceeds attributable allowable by law to the Taking of all landTenant, the Facilitypayment of which does not in any way reduce the amount otherwise provable by, or payable to, Landlord. Upon any termination hereunder, the Furniture, Fixtures and Equipment, and Capital Improvements. (d) If this Lease is not terminated with respect to a Facility following a partial Taking under this Section 15.2, then this Lease Monthly Base Rent shall remain in full force and effect with respect to the remainder be prorated as of the Facility so taken, and Lessor shall repair, restore, replace or rebuild the remainder of such Facility to the extent condemnation proceeds are made available to Lessor for such repair, restoration, replacement or rebuilding as nearly as possible to its value, condition and character immediately prior to the Taking. Lessor shall commence the work promptly after the date of the Taking and shall complete the same with diligencethereof.

Permanent Taking. of All or a Portion of the Premises and the Public Landing Area. (a1) In the event of If a Taking of an is permanent and covers the entire FacilityPremises, then this Lease shall terminate Agreement shall, as of the Date of Taking, cease and determine in the same manner and with the same effect as if such date were the original date of such expiration hereof. (2) If a Taking is permanent but covers less than all of the Premises, this Agreement and the term hereof shall continue as to the portion of the Premises not so taken, and the letting as to the part of the Premises so taken shall, as of the Date of Taking, cease and determine in the same manner and with the same effect as if the term of the letting had on that date expired, and the rentals shall be abated as determined by the Port Authority in accordance with Section 7(d) hereof. (3) If a Taking is permanent and covers a Material Part of the Premises or of the Public Landing Area, then the Lessee and the Port Authority shall each have an option exercisable by notice given within ten (10) days after the Date of Taking to terminate the letting hereunder with respect to the Premises not taken, as of the Date of Taking, and such Facilitytermination shall be effective as if the Date of Taking were the original date of expiration hereof. If the Port Authority exercises this option, it shall purchase from the Lessee the Lessee’s leasehold interest (excluding any personal property whatsoever) in the Premises not taken for a consideration equal to the Unamortized Capital Investment (as defined below), if any, of the Lessee in the Premises not taken. If the letting of the entire Premises is not terminated, the rentals shall be abated as determined by the Port Authority in accordance with Section 7(d) hereof after the date of surrender of possession of the portion of the Premises taken. (b4) In the event of If a Taking of is permanent but covers less than the entire Premises and the letting of the portion of a Facilitythe Premises not taken is not terminated pursuant to paragraph (b)(3) of this Section, if the Lessee or Lessor reasonably determines shall proceed diligently to restore the remaining part of the Premises not so taken so that the remaining land Premises shall be a complete, operable, self-contained architectural unit in good condition and building or buildings, after necessary repairs, canrepair and the proceeds of that portion of any award paid in trust to the Port Authority pursuant to Section 23.3 of the Basic Lease attributable to the improvements on the Premises not economically and feasibly so taken shall be operated as a hotel as contemplated in this Lease, then either Lessor or made available by the Port Authority to be used by the Lessee may terminate this Lease with respect to for that purpose. The Port Authority shall retain any excess of such Facilityaward over the costs of the restoration. (c5) Upon any If a Taking (x) covers all or “substantially all of a FacilityMunicipal Air Terminal”, whether or not this as defined in the Basic Lease, and (y) the Basic Lease is terminated with respect to such Facility, Lessee shall, if applicable law permits, undertake separate proceedings (with respect to the determination of its loss resulting from Airport) and this Agreement are consequently terminated, then the Taking. If such separate proceedings cannot be undertaken, Lessee Port Authority shall nonetheless be entitled to a fair and equitable share of the award or other proceeds of the Taking paid to Lessor pay to the extent of Lessee's loss; Lessee its Unamortized Capital Investment, if any, in the Premises, provided, however, that Lessor shall receive the entire proceeds attributable Port Authority’s foregoing payment obligation to the Taking Lessee shall be limited to a proportionate fraction (as determined by the Port Authority in its sole discretion following consultation with all of the Port Authority’s tenants at the Airport) of the condemnation proceeds available to be paid to the Lessee and the Port Authority’s other tenants at the Airport, and provided, further, that such available condemnation proceeds shall be limited to the amount of the condemnation proceeds received from New York City remaining after the Port Authority has been compensated for (p) the value of its leasehold interest in the Airport or (q) the sum of the unamortized portion of the Port Authority’s investment in improvements at the Airport and any remaining deferred charges for equipment acquired by the Port Authority for use at or in connection with its operation of the Airport, whichever of (p) or (q) is greater (such greater amount, the “Port Authority Amount”). In making the determination of “proportionate fraction” provided in the first proviso of the preceding sentence, the Port Authority shall in no event be liable, in any respect, to the Lessee or any other party by reason of such determination or the resulting distribution of proceeds, and the Lessee shall, prior to receipt of any such distribution, execute and deliver to the Port Authority such form of waiver, release and indemnification as the Port Authority may request. The Lessee understands and accepts that after payment of the Port Authority Amount, there may be insufficient condemnation proceeds (or none at all) remaining to pay all or any portion of the Lessee’s Unamortized Capital Investment. Notwithstanding the foregoing, in the event that the Port Authority shall be required to make any payment (which, for the avoidance of doubt, shall include any rent abatement) in accordance with this Section 45(b), such payment by the Port Authority shall constitute full and final satisfaction of all landamounts that may be claimed by the Lessee from the Port Authority for and in respect of the occurrence of such Taking, and, upon the Port Authority making such payment, the FacilityPort Authority shall be fully, unconditionally and irrevocably released and forever discharged by the Furniture, Fixtures Lessee from any and Equipment, and Capital Improvements. (d) If this Lease is not terminated with all liability in respect to a Facility following a partial Taking under this Section 15.2, then this Lease shall remain in full force and effect with respect to the remainder of the Facility so taken, and Lessor shall repair, restore, replace or rebuild the remainder of such Facility to the extent condemnation proceeds are made available to Lessor for such repair, restoration, replacement or rebuilding as nearly as possible to its value, condition and character immediately prior to the Taking. Lessor shall commence the work promptly after the date of the Taking and shall complete the same with diligence.