Common use of Substantial Taking Clause in Contracts

Substantial Taking. In the event of a Substantial Taking (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (15) days after receipt of notice from Seller as to such actual Substantial Taking, whereupon the Deposit will be returned to Purchaser and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders or interferes with the use and value of the Real Property and which cannot be restored to substantially the same use and value as before the taking. Any taking involving property with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

Substantial Taking. In the event of a Substantial Taking (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (15) days after receipt of notice from Seller as to such actual Substantial Taking, whereupon the Deposit will be returned to Purchaser and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period on or prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “"Substantial Taking” " shall mean any acquisition or condemnation for any public or quasi-public purpose which (i) permanently hinders or interferes with the use and value of the Real Property and which cannot be restored to substantially the same use and value as before the taking. Any taking involving property with and (ii) involves a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking). If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

Substantial Taking. In If all or substantially all of the event of a Substantial Taking (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (15) days after receipt of notice from Seller as to such actual Substantial Taking, whereupon the Deposit will Premises shall be returned to Purchaser and the parties shall have no further obligations under this Agreement, except taken for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders purposes, and if Tenant determines that such event has rendered the Premises unavailable for use or interferes with the unsuitable for restoration for continued use and value occupancy in Tenant’s business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13, shall, not later than ninety (90) days after such occurrence (including a final determination of the Real Property condemnation award associated therewith), deliver to Landlord (i) notice of its intention to terminate this Lease on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and which canoccupancy in Tenant’s business and that such termination will not be restored violate any operating agreement or covenant then in effect, and (iii) an assignment to substantially Lender and Mortgagee, as their interests may appear, of all of Tenant’s right, title and interest (if any) in any condemnation proceedings for the taking of the Premises; provided , however, that Tenant shall retain all of its right, title and interest, if any, under applicable law, for the taking of Tenant’s Trade Fixtures, business relocation and business loss, so long as the same use and value as before do not diminish the takingamount of any condemnation proceeds payable to or recoverable by Landlord or Mortgagee. Any taking involving property with a value in excess Upon delivery of Two Hundred Fifty Thousand Dollars ($250,000.00) such notice, this Lease shall be deemed terminate on the Termination Date, except for any obligations or liabilities which have accrued prior to be a Substantial Taking. If the Scheduled Closing Termination Date is less than or that survive the full fifteen (15) day period for Purchaser to make its determination expiration or termination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day periodthis Lease.

Substantial Taking. (a) In the event of a Substantial Taking (as hereinafter defined)which is substantial, Purchaser Lessee may, at its optionsubject to the rights of the Lenders, either (a) if any, terminate this Agreement by Lease. For purposes hereof, a Taking shall be deemed to be “substantial” if it renders the Premises economically infeasible for Lessee’s intended purpose. If Lessee elects to terminate this Lease under this provision, Lessee shall give written notice thereof of its election to Seller and Escrow Agent given do so to Lessor within fifteen forty- five (1545) days after receipt of notice from Seller as to such actual Substantial a copy of a Notice of Intended Taking, whereupon the Deposit will be returned to Purchaser and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; or . (b) proceed to close In the transaction contemplated herein without any delay pursuant to event Lessee terminates this Lease in accordance with this Section 6.4, such termination shall be as of the terms hereoftime when the Taking entity takes possession of the portion of the Premises taken. In such event, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to the Award for such Substantial Taking (including any award for severance, consequential or other than on account of business or rental interruption relating damages which will accrue to the period prior to Closing but including all business or rental interruption relating portion of the Premises not taken) shall be apportioned and distributed as follows: (i) First, to the period on or after Closing). If Purchaser elects option Lenders, if any, to the extent of the Leasehold Mortgages; (b)ii) Second, Purchaser shall have to Lessee a sum equal to the right to participate in any such proceedings. For purposes of this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders or interferes with the use and fair market value of the Real Property Improvements taken preceding the date of the Taking as determined by the appraisal process provided for in Section 6.7, commenced as provided in Section 6.2, and which cannot be restored as modified by Section 6.5(c); plus the residual value of the Term, subject to substantially the same use and value as before rent reserved; plus any part of the taking. Any taking involving property with a value Award attributable to the Tax Credits; and (iii) Third, to Lessor, the remainder, if any. (c) Notwithstanding anything to the contrary contained in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether Section 6.7, if Lessee has elected to terminate this Lease, and the taking authority abandons or closerevises the Taking, the Scheduled Closing Date Lessee shall be extended to have forty-five (545) business days after expiration from receipt of the full fifteen (15) day periodwritten notice of such abandonment or revision to revoke its notice of termination of this Lease.

Substantial Taking. In the event either of the following occurs: (i) a ------------------ Taking occurs of a Substantial portion of the Demised Premises or the Building such that undue hardship or substantial interference is caused in the conduct of Tenant's business operations in the Demised Premises or (ii) a Taking (as hereinafter defined)occurs of a portion of the Demised Premises or Building such that Tenant's access to the Demised Premises is denied or interfered with substantially, Purchaser may, at its option, either (a) Tenant shall have the right to terminate this Agreement by Lease upon written notice thereof to Seller and Escrow Agent Landlord given within thirty (30) days of the Taking Date, which notice shall specify the effective date of such termination, but which date shall not be more than fifteen (15) days after receipt the date of notice from Seller as to such actual Substantial Taking, whereupon notice. In the Deposit will be returned to Purchaser and event that a Taking occurs of a substantial portion of the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; Building resulting in undue hardship or (b) proceed to close substantial interference in the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account conduct of business or rental interruption relating to operations in the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b)Building, Purchaser Landlord shall have the right to participate in any such proceedings. For purposes of terminate this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders or interferes with the use and value Lease upon written notice to Tenant given within thirty (30) days of the Real Property and Taking Date, which cannotice shall specify the effective date of such termination, but which date shall not be restored to substantially the same use and value as before the taking. Any taking involving property with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking. If the Scheduled Closing Date is less more than the full fifteen (15) day period for Purchaser to make its determination days after the date of whether such notice. If Landlord elects to terminate or closethe Lease, then Tenant's Purchase Option pursuant to Article XXIX, Paragraph 2 shall be accelerated on the following terms: (a) Tenant must exercise the Purchase Option, if at all, by notice to Landlord within ninety (90) days after Landlord gives notice of termination; (b) The Close of Escrow shall occur within one hundred eighty (180) days after Tenant elects to accelerate the Purchase Option; (c) The Purchase Price shall be computed by substituting in Article XXIX, Paragraph 2 (a) (i), the Scheduled Closing Date scheduled Base Rent for the entire Building (including Suite 100) for the Lease Year in which the termination occurs; and (d) The Purchase Price shall be extended to five (5) business days after expiration of the full fifteen (15) day periodreduced as provided in Article XXIX, Paragraph 2(e)(iii)(B).

Substantial Taking. In the event either of the following occurs: ------------------ (i) a Taking occurs of a Substantial portion of the Demised Premises or the Building such that undue hardship or substantial interference is caused in the conduct of Tenant's business operations in the Demised Premises or (ii) a Taking (as hereinafter defined)occurs of a portion of the Demised Premises or Building such that Tenant's access to the Demised Premises is denied or interfered with substantially, Purchaser may, at its option, either (a) Tenant shall have the right to terminate this Agreement by Lease upon written notice thereof to Seller and Escrow Agent Landlord given within thirty (30) days of the Taking Date, which notice shall specify the effective date of such termination, but which date shall not be more than fifteen (15) days after receipt the date of notice from Seller as to such actual Substantial Taking, whereupon notice. In the Deposit will be returned to Purchaser and event that a Taking occurs of a substantial portion of the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; Building resulting in undue hardship or (b) proceed to close substantial interference the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account conduct of business or rental interruption relating to operations in the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b)Building, Purchaser Landlord shall have waive the right to participate in any such proceedings. For purposes of terminate this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders or interferes with the use and value Lease upon written notice to Tenant given within thirty (30) days of the Real Property and Taking Date, which cannotice shall specify the effective date of such termination, but which date shall not be restored to substantially the same use and value as before the taking. Any taking involving property with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking. If the Scheduled Closing Date is less more than the full fifteen (15) day period for Purchaser to make its determination days after the date of whether such notice. If Landlord elects to terminate or closethe Lease, then Tenant's Purchase Option pursuant to Article XxIX, Paragraph 2 shall be accelerated on the following terms: (a) Tenant must exercise the Purchase option, if at all, by notice to Landlord within ninety (90) days after Landlord gives notice of termination; (b) The Close of Escrow shall occur within one hundred eighty (180) days after Tenant exercises the Purchase option; (c) The Purchase Price shall be computed by substituting in Article XXIX, Paragraph 2 (a) (i), the Scheduled Closing Date scheduled Base Rent for the Lease Year in which the termination occurs; and (d) The Purchase Price shall be extended to five reduced as provided in Article XXIX, Paragraph 2 (5e) business days after expiration of the full fifteen (15iii) day period.(B)