Common use of Permanent Taking Clause in Contracts

Permanent Taking. 7.5.1 Upon a Taking of either the fee interest in, or a perpetual easement on, all or a part of the Resort, if Owner’s architect reasonably determines that the part not so taken may not be repaired, restored, replaced or rebuilt so as to constitute a first-class golf resort facility as contemplated by this Agreement, then this Agreement shall terminate as of the Date of Taking. 7.5.2 Upon a Taking of either the fee interest in, or a perpetual easement on, less than all of the Resort, and if this Agreement has not been terminated in accordance with Section 7.5.1, this Agreement shall remain in full force and effect with respect to the remainder of the Resort, and the awards or other proceeds on account of the Taking (including any interest included or paid with respect to such awards or proceeds) shall be retained by Owner and applied as necessary to the restoration of the Resort or to the payment of any amounts required to be paid to any Mortgagee in connection with such Taking; provided that any portion of such awards or proceeds in excess of the amount (if any) necessary to restore the Resort or required to be paid to a Mortgagee in connection with such Taking shall not be included in Gross Operating Revenue or Incentive Income and shall be paid directly to Owner. Owner shall repair, restore, replace, or rebuild the remainder of the Resort as nearly as possible to its value, condition, and character immediately prior to the Taking. Owner shall commence the work as promptly as reasonably practicable after the Date of Taking and shall complete the same with reasonable diligence. The costs of any such work in excess of the award or proceeds retained by Owner in connection with such Taking, if any, shall constitute Capital Expenditures.