Condemnation Event Clause Samples
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Condemnation Event. If, prior to Closing, Sellers receive notice of any actual or threatened taking in condemnation or by eminent domain (or a sale in lieu thereof) of all or any portion of any Seller Real Property, Sellers will notify the Purchaser promptly thereof. Other than with respect to an Immaterial Taking, any actual or threatened taking or condemnation for any public or quasi-public purpose or use by any competent authority in appropriate proceedings or by any right of eminent domain of all or any part of a Seller Real Property between the Effective Date and the Closing shall, at the Purchaser’s or the Sellers’ option, cause a termination of this Agreement in which event the Parties shall have no further obligations or liabilities under this Agreement with respect to such Facility or Facilities. The election to terminate provided hereby must be exercised by the Purchaser or the Sellers (and if not timely exercised, shall be deemed waived by Purchaser or the Sellers) by written notice to the other party given within ten (10) Business Days following the Purchaser’s receipt of Sellers’ notice of the condemnation of all or any portion of any Seller Real Property. If neither party shall elect to terminate this Agreement or in the event of an Immaterial Taking, Sellers shall assign at Closing to the Purchaser all net proceeds of any such taking or condemnation to the extent not yet expended for the restoration of the Seller Real Property by the Sellers, and the Purchaser agrees to make all such amounts immediately available to Master Tenant if, as and when required under the Master Lease, which funds will be treated as if the condemnation or taking occurred during the term of the Master Lease.
Condemnation Event. An event shall occur which under the specific terms of Paragraph 1.5 shall give the Lender the option to accelerate the maturity of the Indebtedness.
Condemnation Event. If a Condemnation Event occurs or proceedings therefor commence with respect to a Project Company's Project, such Project Company shall (i) diligently pursue all its rights to compensation against the relevant Governmental Authority in respect of such Condemnation Event except where failure to do so could not reasonably be expected to have a Project Material Adverse Effect, and (ii) not, without the written approval of XLCA (if XLCA is the Controlling Party and which approval shall be in XLCA's absolute discretion), compromise or settle any claim in excess of $5,000,000 against such Governmental Authority. Each Project Company consents to the participation of the Controlling Party in any condemnation proceedings, and each Project Company shall from time to time deliver to the Controlling Party all documents and instruments requested by it to permit such participation.
Condemnation Event. If between the Effective Date and the Closing a Condemnation Event shall occur with respect to any one or more Facilities, the Sellers shall be required to provide the Purchasers with prompt written notice of such occurrence and the Purchasers may elect, within ten (10) Business Days of receipt of such notice, to (i) terminate this Agreement, in which event the Deposit shall be returned to the Purchasers and the Parties shall have no further obligations or liabilities under this Agreement (other than obligations that shall survive the termination of this Agreement in accordance with the terms hereof) or (ii) elect to proceed to the Closing and have all insurance proceeds and/or awards attributable to such Condemnation Event assigned to the applicable Purchaser (and the Sellers shall provide a credit against the Purchase Price to the Purchasers in the amount of any applicable insurance deductible in connection therewith). “Condemnation Event” shall mean (i) damage or loss to or destruction by fire or other casualty of any one or more of the Facilities, the costs of repair for which is reasonably estimated to exceed $200,000 per Facility, or $500,000 in the aggregate, (ii) any condemnation by any Governmental Authority with respect to any Facility which renders such Facility less than a functional structure to continue to operate the Business thereon or which could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently used or (iii) any taking of any of the Real Property under the right of eminent domain (or pending Legal Proceedings for such purposes).
Condemnation Event. If a Condemnation Event occurs or proceedings therefor commence with respect to a Project Company's Project, such Project Company shall (i) diligently pursue all its rights to compensation against the relevant Governmental Authority in respect of such Condemnation Event except where failure to do so could not reasonably be expected to have a Project Material Adverse Effect, and (ii) not, without the written approval of XLCA (if XLCA is the Controlling Party) (which approval shall be in XLCA's absolute discretion), compromise or settle any claim in excess of $5,000,000 against such Governmental
Condemnation Event. If, prior to Closing, any portion thereof is taken under power of eminent domain, such that, in Purchaser’s reasonable determination the Property is rendered unsuitable for Purchaser’s intended purposes, then Purchaser may elect to terminate this Agreement by giving written notice of its election to Seller within ten (10) days after receiving notice of such taking. If Purchaser does not give such written notice to terminate this Agreement within such ten (10) day period, the transactions contemplated by this Agreement shall be consummated on the date and at the Purchase Price provided for in Section 2, and Seller will assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award.