Condemnation and Eminent Domain. If the land and premises leased herein, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, then this lease, at the option of the Tenant or Landlord, shall terminate, and the term hereof shall end as of such date as the Tenant or Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings other than any portion of an award attributable to Tenant’s fixtures or personal property; and all rights of the Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the said lands and premises or any portion thereof. The Tenant covenants and agrees to vacate the said premises, remove all the Tenant’s personal property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages and losses as the Landlord may incur by reason of the Tenant’s breach hereof.
Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, with respect to all or any portion of the Property, Seller shall promptly upon obtaining knowledge thereof notify Purchaser thereof (“Taking Notice”). If the condemnation will not result in a material and adverse effect (as hereinafter defined) on the Property, the parties shall proceed to Closing without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation and/or pay to Purchaser all such awards previously paid. In the event that such condemnation will result in a material and adverse effect on the Property, Purchaser shall have the option, which shall be exercised by written notice to Seller and Escrow Agent within five (5) Business Days after its receipt of the Taking Notice, either (i) to terminate this Agreement and receive the prompt return of the Deposit, in which case the parties shall have no further rights or obligations under this Agreement (except for any obligations that expressly survive termination), or (ii) to consummate the purchase of the Property without a reduction of the Purchase Price, in which event Seller shall assign or pay to Purchaser at Closing all of Seller’s right, title, and interest in any award payable on account of the condemnation proceeding and/or pay to Purchaser all such awards previously paid. For the purposes of this Section 9.2, “material and adverse effect” shall include, but not be limited to, any reduction in the amount of any of the rentable square footage of the Improvements, the reduction in the number of parking spaces at the Property, or the permanent, material disruption of access to the Property. Failure to give notice of Purchaser’s election within such five (5) Business Day period shall be deemed an election by Purchaser to proceed to Closing.
Condemnation and Eminent Domain. (a) Any and all awards (the “Awards”) in excess of $500,000.00 heretofore or hereafter made or to be made to the Borrower (or any subsequent owner of the Premises, or any part thereof) by any governmental or other lawful authority for the taking, by condemnation or eminent domain, of all or any part of the Premises (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereto, and the issuance of a warrant for payment thereof), are hereby assigned by the Borrower to the Agent, which Awards the Agent is hereby authorized to collect and receive from the condemnation authorities, and the Agent is hereby authorized to appear in and prosecute, in the name of and on behalf of the Borrower, any action or proceeding to enforce any such cause of action in which an award in excess of $500,000.00 is sought and to make any compromise or settlement in connection therewith and to give appropriate receipts and acquittance therefor in the name and in behalf of the Borrower. The Borrower shall give the Agent immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any part of the Premises and shall deliver to the Agent copies of any and all papers served in connection with any such proceedings. All reasonable costs and expenses incurred by the Agent in the adjustment and collection of any such Awards (including without limitation reasonable attorneys’ fees and expenses) shall be so much additional Debt, and shall be reimbursed to the Agent from any Award prior to any other application thereof. The Borrower further agrees to make, execute and deliver to the Agent, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever (other than Permitted Encumbrances), any and all further assignments and other instruments deemed necessary by the Agent for the purpose of validly and sufficiently assigning all Awards in excess of $500,000.00 and other compensation heretofore and hereafter made to the Borrower for any permanent taking, under any such proceeding.
Condemnation and Eminent Domain. If, prior to the Closing, all or any portion of the Property shall be subjected to a taking, either total or partial, by eminent domain, condemnation, or for any public or quasi-public use, Buyer shall have the right to either (a) terminate this Agreement by giving written notice of termination to Seller, in which event all funds and documents deposited by Buyer and Seller shall be refunded or returned to the depositing party and neither party shall thereafter be under any further liability to the other and Buyer shall receive the Earnxxx Xxxey Deposit, or (b) proceed to close this transaction in which case Seller shall assign to Buyer at Closing all of the proceeds and/or awards from such condemnation action. Seller and Buyer each agree to forward promptly to the other any notice of intent received pertaining to a taking of all or a portion of the Property by way of condemnation, eminent domain or similar procedure for a taking of the Property in connection with any public or quasi-public use.
Condemnation and Eminent Domain. 27 15. Indemnification........................................... 28 16. Miscellaneous............................................. 30 EXHIBIT A - LEGAL DESCRIPTION EXHIBIT A-1 - PORTFOLIO PROPERTIES EXHIBIT B - LIST OF PERSONAL PROPERTY EXHIBIT C - ASSIGNMENT AND ASSUMPTION OF LEASES AND CLOSING AGREEMENT EXHIBIT D - CERTIFICATE OF SELLER REGARDING PROJECT CONTRACTS AND PERSONAL PROPERTY LEASES EXHIBIT E - LETTER REGARDING BOOKS AND RECORDS EXHIBIT F - SELLER'S CERTIFICATE EXHIBIT G - BUYER'S CERTIFICATE EXHIBIT H - DESCRIPTION OF TRANSACTION EXHIBIT I - INVESTMENT REPRESENTATION LETTER EXHIBIT J - REGISTRATION RIGHTS AGREEMENT EXHIBIT K - APPROVED DUE DILIGENCE MATERIALS PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") made as of the _____ day of January, 1998, by and between MIG REIT/MORGXX XXXCE, INC., a Florida corporation, ("Seller") and ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ("Buyer"),
Condemnation and Eminent Domain. Except as set forth on Schedule 5.14(c), there is no pending or, to the Knowledge of the Sellers, threatened condemnation or eminent domain proceeding with respect to any of the Real Property or Leaseholds.
Condemnation and Eminent Domain. Mortgagor shall give Mortgagee prompt notice of all proceedings, instituted or threatened, seeking condemnation or a taking by eminent domain or like process (herein collectively called “Taking”), of all or any part of the Property or any related easement or appurtenance, and shall deliver to Mortgagee copies of any and all papers served upon Mortgagor in connection with any such proceeding. Mortgagee (or, after entry of decree of foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized at its option to participate in such proceeding and, upon the occurrence and during the continuance of an Event of Default, control the same and to be represented therein by counsel of its own choice, and Mortgagor will deliver, or cause to be delivered to Mortgagee such instruments as may be requested by it from time to time to permit such participation or control. Mortgagor hereby assigns, transfers and sets over unto Mortgagee the entire proceeds of any and all Awards resulting from any Taking. Mortgagee is hereby authorized to collect and receive from the condemnation authorities all Awards and is further authorized to give appropriate receipts and acquittances. Such Award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising, or settling any claim arising out of a Taking, shall be applied in the same manner as if they were proceeds from a casualty loss covered by insurance in accordance with Section 4.6 of the Credit Agreement and in accordance with Section 3.5 hereafter.
Condemnation and Eminent Domain. In the event that condemnation or eminent domain proceedings are commenced or Purchaser has reasonable cause to believe that such proceedings hereafter may be commenced, then Purchaser may elect to terminate this Agreement by giving written notice to Seller after Purchaser acquires such information, whereupon Purchaser shall receive all Exxxxxx Money and consideration paid by Purchaser under this Agreement, and the parties hereto shall have no further obligations hereunder. In the event of an actual taking in condemnation, eminent domain, or a conveyance in lieu thereof prior to Closing, then Purchaser, at its option, may (i) proceed to Closing, in which event the Purchase Price shall be reduced by the amount of the condemnation eminent domain award, or the sales price paid to Seller for the condemned property, in the event of a conveyance in lieu of condemnation, if such amounts are paid prior to Closing, or (ii) terminate this Agreement whereupon the Exxxxxx Money or consideration paid by Purchaser shall be returned to Purchaser and the parties hereto shall have no further obligations hereunder. Seller shall not convey any portion of the Property and shall not agree to any condemnation or eminent domain settlement without Purchaser’s prior written consent, and any condemnation or eminent domain award not paid prior to Closing shall be assigned to Purchaser at Closing.
Condemnation and Eminent Domain. If, prior to the Closing Date, the Project shall be subjected to a Taking, either total or partial, or if any notice of intent of Taking or sale in lieu of Taking that materially affects the Project is received by Seller or Purchaser, Purchaser shall have the right to either: (a) proceed with Closing, in which event Purchaser shall be entitled to participate in any such condemnation or eminent domain proceedings and, after payment to Seller of the cash portion of the Purchase Price payable on the Closing Date, to receive all of the proceeds of such Taking, or (b) terminate this Agreement by giving written notice of termination to Seller, in which event the Deposit shall be returned to Purchaser, Seller and Purchaser shall each pay 50% of the Shared Closing Costs, and Purchaser and Seller shall have no further rights or obligations under this Agreement, except those rights and obligations specifically set forth herein as surviving such termination. Seller and Purchaser each agree to promptly forward to the other any notice of intent received pertaining to a Taking of all or a portion of the Project.
Condemnation and Eminent Domain. If the whole of the premises, or if such portion of either the premises or the facilities in the building as may be required for the reasonable use of the premises, shall be taken by virtue of any condemnation or eminent domain proceeding, this lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. Current rent shall be apportioned as of the date of such termination. In case of a taking of a part of the premises or a portion of the facilities in the building not required for the reasonable use of the premises, then this lease shall continue in full force and effect, and the rental shall be equitably reduced based on the proportion by which the rentable area of the premises is reduced, such rent reduction to be effective on the date of such partial taking. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to the Owner any award which may be made in such taking or condemnation together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof; provided, however, that nothing herein shall be deemed to give Owner any interest in or to require Tenant to assign to Owner any award made to the Tenant for the taking of personal property or fixtures belonging to Tenant, for the interruption of or damage to Tenant's business, or for Tenant's moving expenses.
