Material Condemnation Clause Samples

Material Condemnation. The covenants set forth in the second and third sentences of this Section 6.18 apply only prior to the Effective Time. In the event of a Material Condemnation involving the SCH Hospital Facility (including the real property on which it is located) prior to the Effective Time, the City shall within fifteen (15) Business Days after such Material Condemnation provide Notice thereof to SEARHC. Such Notice shall include copies of all material correspondence related to the condemnation. If, notwithstanding such Material Condemnation, the Closing occurs, then SEARHC’s obligation to provide the Continuing Interim Services at the SCH Hospital Facility as contemplated in Section 6.15(b) during the Interim Operating Period shall terminate if the Material Condemnation renders use and occupancy of the SCH Hospital Facility impossible, unsafe or unlawful.

Material Condemnation. In the event that prior to the Close of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event the Deposit shall be returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the fee payment provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller's rights to any condemnation award or proceeds payable by reason of such taking. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without ▇▇▇▇▇'s prior written consent.

Material Condemnation. In the event that prior to the Close --------------------- of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller within two (2) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be immediately returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and neither party hereto shall have any further rights or obligations hereunder, or (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller's rights to any condemnation award or proceeds payable by reason of such taking. If Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer's prior written consent, which consent may be withheld in Buyer's sole and absolute discretion. For the purposes of this Paragraph 16, a taking, as set forth herein, shall be deemed to be of a "material portion" of the Real Property if the value of the affected Real Property, or the decrease in the value of the remaining Real Property (for all of the Real Property), is in excess of $642,000 as determined by Buyer and Seller in their reasonable discretion.

Material Condemnation. If any portion of or interest in the Property shall be taken or is in the process of being taken by exercise of the power of eminent domain or if any governmental authority notifies Seller prior to the Closing Date of its intent to take or acquire any portion of or interest in the Property, and such condemnation would materially and adversely affect the value of the Property (“Material Condemnation”), Seller shall give notice promptly to Buyer of such event and Buyer shall have the right to terminate this Agreement by providing notice to Seller to such effect on or before the date which is ten (10) days from Seller’s notice to Buyer of such Material Condemnation or on the Closing Date, whichever occurs first, in which event the Title Company shall return the Escrow Deposit pursuant to the terms of the Deposit Escrow Agreement, this Agreement shall terminate, and neither Seller nor Buyer shall have any recourse against the other. If Buyer does not timely notify Seller of its election to terminate this Agreement, Buyer shall purchase the Property and pay the Purchase Price, and Seller shall pay over or assign to Buyer on delivery of the deed all awards recovered or recoverable by Seller on account of such Material Condemnation, less any amounts reasonably expended by Seller in obtaining such award.

Material Condemnation. Upon the written election of the Executive Committee made pursuant to Section 4.3E(5) following any Material Taking;

Material Condemnation. If during the term of this Lease (i) the entire Leased Property shall be taken by or on account of any actual or threatened condemnation or other eminent domain proceeding pursuant to any law, general or special or (ii) if 30% of the improvements or 30% of the land parcel is taken and Lessee provides Notice to Lessor that the taking of said portion renders the remaining Leased Property uneconomic for the continued use or occupancy for the Permitted Use, in the good faith judgment of Lessee (the same being a "Material Condemnation"), then Lessor may elect to make a Put Option requiring the Lessee to purchase the Leased Property at a price equal the Lease Balance. The procedure and documentation for such purchase shall be in accordance with the procedures and documentation set forth in Article XIX. Lessee shall deliver to Lessor Lessee's Notice of Material Condemnation within thirty (30) days following the occurrence of the Date of Taking. The Notice shall be accompanied by a Lessee's Certificate stating that the conditions set forth in either clause (i) or (ii) of this Section 11.2 have been fulfilled. If the conditions set forth in clause (i) or (ii) of this Section 11.2 are fulfilled except that Lessee shall have failed to deliver a Notice as required above, Lessee conclusively shall be presumed to have made a Call Option to re-acquire the Leased Property upon the date set forth in Article XIX; but nothing in this sentence shall relieve Lessee of its obligation actually to deliver such Notice of Material Condemnation. In the event Lessee fails to: (A) close on the re-acquisition of the Leased Property after a Lessor Put Option or a presumed Call Option under this Section 11.2, or (B) timely restore, repair and rebuild the Leased Property, using the Net Award (as defined in Section 11.4) and by funding any deficit amounts not covered by the Net Award (the "Deficiency Amounts"), then Lessor shall be entitled to treat such failure as an Event of Default under Section 12.1(d) for which Lessor may exercise its right to terminate this Lease as to the individual Leased Property affected by the Condemnation (a "Condemned Property"). In the event Lessor elects to terminate this Lease as to the Condemned Property as a result of Lessee's failure to perform the requirements of (A) or (B) above, then: (i) Lessee shall vacate and surrender the Condemned Property and perform all other obligations required of Lessee under Section 5.3, (ii) Lessee shall transfer to Lessor...

Material Condemnation. In the event that prior to the Close of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice of such taking, either (i) to terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and (ii) to accept the Real Property in its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award or proceeds payable by reason of such taking (other than any award or proceeds applicable to pre-Closing periods, for example in the case of a temporary taking). If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.3, Buyer shall be deemed to have elected to proceed under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent.

Material Condemnation. The absence of any condemnation or the institution of condemnation proceedings that result in the taking of any of the Property. If this transaction closes, Seller will assign to Purchaser on the Closing Date all condemnation awards and rights to awards that were not used by Seller to pay the costs of any restorations of the Property necessitated by the condemnation.

Material Condemnation. If the Condemnation would (a) result in the permanent loss of value equal to more than three percent (3%) of the Purchase Price; (b) result in any permanent material reduction or restriction in access to the Land or Improvements or parking for the Hotel; or (c) have a permanent materially adverse effect on the Business as conducted at the Property prior to the Condemnation (each, a “Material Condemnation”), then Buyer shall have the right to elect, by providing written notice to Seller, within ten (10) days after Buyer’s receipt of Seller’s written notice of the Material Condemnation, to (i) terminate this Agreement by providing written notice to each other Party, subject to the provisions of Section14.20, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall assign to Buyer all of Seller’s right, title and interest in all proceeds and awards from the Material Condemnation. If Buyer fails to provide written notice of its election to Seller within such time period, then Buyer shall be deemed to have elected to terminate this Agreement pursuant to clause (i) above. If the Closing is scheduled to occur before Seller delivers the notice of Material Condition to Buyer or within Buyer’s ten (10) day election period, the Closing shall be postponed until the date which is five (5) Business Days after the expiration of such ten (10) day election period. Buyer shall have the right to a refund of the ▇▇▇▇▇▇▇ Money and shall receive the prompt refund of such amount following the termination of this Agreement pursuant to this Section 13.2.1.