Taking Prior to Closing Sample Clauses

Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Buyer may, in Buyer’s sole discretion, either (i) terminate this Agreement and neither Party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Taking Prior to Closing. (a) If, prior to Closing, any proceeding should be commenced for the taking in condemnation or under the power of eminent domain or any threat thereof is made by a condemning authority, or offer made in lieu of condemnation or eminent domain of any portion of the Property is made (a “Condemnation Proceeding”), Seller will promptly give Purchaser written notice of and full information concerning such Condemnation Proceeding to Purchaser and will thereafter keep Purchaser fully informed concerning such matters. For a period of ten (10) business days following written notice from Seller to Purchaser of such Condemnation Proceeding, Purchaser will have the option to terminate this Agreement or to proceed with the Closing by delivering notice of such election in writing to Seller. If Purchaser elects to terminate this Agreement, all rights, duties, obligations and liabilities created hereunder will cease (except as otherwise provided herein) and the Xxxxxxx Money (other than the independent consideration) will be promptly refunded to Purchaser. If Purchaser fails to make either election within such ten-day period, Purchaser will be deemed to have elected to proceed to Closing.
Sample 1
Taking Prior to Closing. If a portion of the Property is taken by the right of eminent domain prior to the Closing Date, Buyer shall have the right to either (i) terminate this Agreement pursuant to Section 5.4, or (ii) perform this Agreement notwithstanding such condemnation or threatened condemnation, in which event this Agreement shall continue in full force. The failure of Buyer to give notice of termination within ten (10) days of notice of a condemnation or threatened condemnation shall constitute Buyer’s election to perform this Agreement pursuant to Section 4.3(ii). If Buyer elects or is deemed to elect to perform this Agreement pursuant to Section 4.3(ii): (a) Seller shall not compromise, adjust or accept any amounts payable by reason of such condemnation without Buyer’s written consent; (b) Seller shall take commercially reasonable efforts to negotiate, litigate or collect the amount of compensation to be paid by reason of such condemnation; and (c) Buyer shall be entitled to a credit, at Closing, equal to all amounts payable to Seller by reason of such condemnation (net of attorneys fees, court costs and other expenses incurred by Seller in obtaining such award), not to exceed the Purchase Price. To the extent that such amounts have not been finally determined as of the Closing, the Purchase Price shall not be adjusted and Seller shall pay to Buyer the net amount of any such award received by Seller following the date of Closing (which obligation shall survive Closing).
Sample 1
Taking Prior to Closing. Other than with respect to an "Immaterial Taking," as hereinafter defined, if any of the Property is taken by the right of, or is included in any pending action to exercise the right of, eminent domain, prior to the date of the applicable Closing hereunder, at Buyer's
Sample 1
Taking Prior to Closing. Other than with respect to an "Immaterial Taking," as hereinafter defined, if any of the Property is taken by the right of, or is included in any pending action to exercise the right of, eminent domain, prior to the date of the applicable Closing hereunder, at Buyer's option: (a) this Agreement shall remain in effect, such Closing shall never- theless occur and Buyer shall thereupon become entitled to the entire award or proceeds received or receivable for the portion of the Property taken and Mis- sion shall be entitled to any award or proceeds for severance or other damages relating to other property owned by Mission; or (b) Buyer may terminate this Agreement by written notice to Mission, in which case the Deposit shall be returned to Buyer and each party shall be relieved of all further obligations hereunder. If an Immaterial Taking occurs, Mission shall be relieved of its duty to convey title to the portion of the Property so taken or condemned, and Mission will be entitled to receive all proceeds of any such taking or condemnation. Any taking or condemnation for any public or quasi-public purpose or use which does not affect access, reduce the permitted number of Dwelling Units, reduce the value of the Property, in Buyer's reasonable opinion, shall be deemed an "Immaterial Taking."
Sample 1
Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, UCF may, in UCF’s sole discretion, either (i) terminate this Agreement and neither Party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction.
Sample 1

Related to Taking Prior to Closing

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

Time is Money Join Law Insider Premium to draft better contracts faster.