Taking Before Closing Clause Samples
The "Taking Before Closing" clause addresses the situation where a property subject to a sale is affected by a government taking (such as eminent domain) before the transaction is finalized. Typically, this clause outlines the rights and obligations of both the buyer and seller if all or part of the property is condemned or acquired by a public authority prior to closing. For example, it may specify whether the buyer can terminate the agreement, proceed with a price adjustment, or receive any compensation paid by the government. The core function of this clause is to allocate risk and clarify procedures in the event of a government taking, ensuring both parties understand their options and remedies before the sale is completed.
Taking Before Closing. In the event of an eminent domain taking or the issuance of a notice of a proposed eminent domain taking prior to the Closing with respect to all or any portion of the Premises, the Seller shall promptly notify the Buyer. The Buyer shall have, as its sole and exclusive remedies in any such case, (i) the option to terminate this Agreement within thirty (30) days after its receipt of notice from the Seller as set forth above, by notice in writing to the Seller, or (ii) if the Buyer does not elect to terminate, this Agreement shall remain in full force and effect, the Buyer shall be obligated to consummate the transaction contemplated by this Agreement for the full Purchase Price, the Buyer shall be entitled to receive all eminent domain awards and shall control all condemnation award proceedings and, to the extent the same may be necessary and appropriate, the Seller shall assign to the Buyer at Closing the Seller’s rights to such awards.
Taking Before Closing. Notwithstanding Section 13.1, if, prior to the Closing Date (as defined in Article 31), proceedings are commenced for the taking an amount of the Building which would leave the remaining Premises (i) constituting of less than Six Hundred Thousand (600,000) rentable square feet, (ii) with less than the required parking spaces as required by applicable Requirements, or (iii) otherwise materially adversely affect access to the Building or the Premises, then Tenant shall have the right, by giving notice to Landlord within thirty (30) days after ▇▇▇▇▇▇▇▇ gives notice of the commencement of such proceedings to Buyer, to terminate this Lease, in which event this Lease shall terminate. If, before the Closing Date, proceedings are commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Tenant has the right to terminate this Agreement pursuant to the preceding sentence but Tenant does not exercise such right, then this Lease shall remain in full force and effect and, on the Closing Date, the condemnation award (or, if not theretofore received, the right to receive such award) payable to Landlord on account of the taking shall be credited to Tenant. Landlord shall give notice to Tenant reasonably promptly after ▇▇▇▇▇▇▇▇’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the Property. If necessary, the Closing Date shall be postponed until Seller has given any notice to Tenant required by this Section 13.1 and the period of thirty (30) days described in this Section 13.1.1 has expired.
Taking Before Closing. 49 SECTION 16.3. Knowledge.................................................................................. 49
Taking Before Closing. If, before Closing, all or any part of the Property becomes subject to condemnation or eminent domain proceedings or is included in whole or in material part in a governmental plan or proposal which may result in the taking of all or a material part of the Property, then Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to elect either to proceed with the Closing (subject to the other provisions of this Agreement) or terminate this Agreement by delivering notice thereof to Seller. If Purchaser elects to consummate such purchase and condemnation awards will be payable as a result of such taking prior to Closing, then such awards shall be paid to Seller and the Purchase Price shall be reduced by the amount of such awards. If Purchaser elects to consummate such purchase of the Property and condemnation awards will be payable as a result of such taking after the Closing, then the Purchase Price shall not be reduced, but the condemnation award shall be paid to Purchaser after the Closing. To the extent that any such awards will be payable after the Closing, then the terms and provisions of this Section 9 shall survive Closing.