Common use of Takings Clause in Contracts

Takings. If, prior to the Closing Date, a Non-Material Taking (as hereinafter defined) occurs, then (a) Seller shall notify Purchaser of such fact, (b) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing, Purchaser shall accept the Property subject to such Non-Material Taking or so much of the Property as remains after such Non-Material Taking, as the case may be, with no abatement of the Purchase Price, and (d) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all awards for such Non-Material Taking (and Seller shall execute and deliver to Purchaser any and all instruments or documentation required by Purchaser to effectuate such assignment). If, prior to the Closing Date, a Material Taking (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the right to terminate this Agreement by delivering notice of such termination to Seller within ten (10) days after it receives such notice from Seller. In the event that Purchaser fails to exercise such termination right due to such Material Taking within such ten (10) day period, Purchaser shall be deemed to have waived such termination right, in which event the provisions of the first sentence of this Section 12.1 shall apply to such Material Taking. In the event that Purchaser delivers a notice of termination within such ten (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination.

Takings. If, prior to the Closing Date, a Non-Material Taking (as hereinafter defined) occurs, then (a) Seller shall notify Purchaser of such fact, (b) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing, Purchaser shall accept the Property Premises subject to such Non-Material Taking or so much of the Property Premises as remains after such Non-Material Taking, as the case may be, with no abatement of the Purchase Price, and (d) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s 's interest in and to all awards for such Non-Material Taking (and Seller shall execute and deliver to Purchaser at Closing any and all instruments or documentation required by Purchaser to effectuate such assignment). If, prior to the Closing Date, a Material Taking (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the right to terminate this Agreement by delivering notice of such termination to Seller within ten (10) days after it receives such notice from Seller, or the Date of Closing, whichever occurs first. In the event that Purchaser fails to exercise such termination right due to such Material Taking within such ten (10) day period, Purchaser shall be deemed to have waived such termination right, in which event the provisions of the first sentence of this Section 12.1 shall apply to such Material Taking. In the event that Purchaser delivers a notice of termination within such ten (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination.

Takings. IfIf the use, occupancy or title to any Unit is taken, requisitioned or sold in, by or on account of actual or threatened eminent domain proceedings or other THIS AGREEMENT FOR LEASE IS CONFIDENTIAL AND PROPRIETARY action by any Person or authority having the power of eminent domain (such events collectively referred to as a "Taking") and such Taking relates to all or a substantial portion of a Unit. Upon receipt of proceeds from any award or sale made in connection with such Taking, so long as no Event of Default or Potential Default has occurred and is continuing, and so long as Agent has made all payments to Owner required under subsection 11.4 hereof, Owner shall remit to Agent the net amount of such proceeds remaining after reimbursement for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by Owner in connection with the negotiation and settlement of any proceedings related to such Taking; provided that, if such net proceeds shall exceed $2,000,000 the proceeds shall be retained by Owner and utilized to reduce the amount of its financing. If such proceeds are received prior to Agent making the Closing Datepayments required under subsection 11.4 hereof, a Non-Material Taking (as hereinafter defined) occursor if such net proceeds shall exceed $2,000,000, then (a) Seller shall notify Purchaser of such fact, (b) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing, Purchaser shall accept the Property subject to such Non-Material Taking or so much of the Property as remains after such Non-Material Taking, as the case may be, with no abatement of the Purchase Price, and (d) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser net proceeds shall be entitled to receive and keep, all of Seller’s interest in and to all awards for such Non-Material Taking (and Seller shall execute and deliver to Purchaser any and all instruments or documentation required by Purchaser to effectuate such assignment). If, prior applied to the Closing Date, a Material amount payable thereunder. A Taking (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the right to terminate this Agreement by delivering notice of such termination to Seller within ten (10) days after it receives such notice from Seller. In the event that Purchaser fails to exercise such termination right due to such Material Taking within such ten (10) day period, Purchaser shall be deemed to of "all or a substantial portion" of a Unit if after such Taking a Unit is, or will be, unusable for Agent's ordinary business purposes. Provided that no Event of Default shall have waived such termination rightoccurred and be continuing, Agent may conclusively establish that a Taking is of "all or a substantial portion" of a Unit by so notifying the Owner and any Assignee in which event writing. Agent hereby expressly waives the provisions benefits of Section 1265.130 of the first sentence California Code of this Section 12.1 shall apply to such Material Taking. In the event that Purchaser delivers a notice of termination within such ten (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such terminationCivil Procedure.

Takings. If, prior to the Closing Date, a Non-Material Taking (as hereinafter defined) occurs, then (a) Seller the Company shall notify Purchaser Investor of such fact, (b) Purchaser Investor shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing, Purchaser Investor shall accept the applicable Property Owner having its interest in the applicable Property subject to such Non-Material Taking or so much of the applicable Property as remains after such Non-Material Taking, as the case may be, with no abatement of the Purchase Price, and (d) at the Closing, Seller the Company shall assign and turn over cause to Purchaserbe retained by the Property Owners, and Purchaser the Property Owners shall be entitled to receive and keep, all of Seller’s the Property Owners’ interest in and to all awards for such Non-Material Taking (and Seller shall execute and deliver to Purchaser any and all instruments or documentation required by Purchaser to effectuate such assignment)Taking. If, prior to the Closing Date, a Material Taking (as hereinafter defined) occurs, then (i) Seller the Company shall notify Purchaser Investor of such fact and (ii) Purchaser Investor shall have the right to terminate this Agreement by delivering notice of such termination to Seller the Company within ten (10) days after it receives such notice from Sellerthe Company (and the Closing shall be automatically adjourned for such ten (10) day period if all conditions precedent to Investor’s obligation to close have otherwise been satisfied). In the event that Purchaser Investor fails to exercise such termination right due to such Material Taking within such ten (10) day period, Purchaser Investor shall be deemed to have waived such termination right, in which event the provisions of the first sentence of this Section 12.1 10(a) shall apply to such Material Taking. In the event that Purchaser Investor delivers a notice of termination within such ten (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and neither no party shall have any further rights or obligations hereunder except for the Surviving ObligationsObligations (as defined below), which shall survive such termination.