Common use of Substantial Taking Clause in Contracts

Substantial Taking. In the event of a Substantial Taking (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (15) days after receipt of notice from Seller as to such actual Substantial Taking, whereupon the Deposit will be returned to Purchaser and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders or interferes with the use and value of the Real Property and which cannot be restored to substantially the same use and value as before the taking. Any taking involving property with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

Substantial Taking. In the event of a Substantial Taking (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (15) days after receipt of notice from Seller as to such actual Substantial Taking, whereupon the Deposit will be returned to Purchaser and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period on or prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “"Substantial Taking” " shall mean any acquisition or condemnation for any public or quasi-public purpose which (i) permanently hinders or interferes with the use and value of the Real Property and which cannot be restored to substantially the same use and value as before the taking. Any taking involving property with and (ii) involves a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be deemed to be a Substantial Taking). If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

Substantial Taking. In If all or substantially all of the event of a Substantial Taking (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (15) days after receipt of notice from Seller as to such actual Substantial Taking, whereupon the Deposit will Premises shall be returned to Purchaser and the parties shall have no further obligations under this Agreement, except taken for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders purposes, and if Tenant determines that such event has rendered the Premises unavailable for use or interferes with the unsuitable for restoration for continued use and value occupancy in Tenant’s business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13, shall, not later than ninety (90) days after such occurrence (including a final determination of the Real Property condemnation award associated therewith), deliver to Landlord (i) notice of its intention to terminate this Lease on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and which canoccupancy in Tenant’s business and that such termination will not be restored violate any operating agreement or covenant then in effect, and (iii) an assignment to substantially Lender and Mortgagee, as their interests may appear, of all of Tenant’s right, title and interest (if any) in any condemnation proceedings for the taking of the Premises; provided , however, that Tenant shall retain all of its right, title and interest, if any, under applicable law, for the taking of Tenant’s Trade Fixtures, business relocation and business loss, so long as the same use and value as before do not diminish the takingamount of any condemnation proceeds payable to or recoverable by Landlord or Mortgagee. Any taking involving property with a value in excess Upon delivery of Two Hundred Fifty Thousand Dollars ($250,000.00) such notice, this Lease shall be deemed terminate on the Termination Date, except for any obligations or liabilities which have accrued prior to be a Substantial Taking. If the Scheduled Closing Termination Date is less than or that survive the full fifteen (15) day period for Purchaser to make its determination expiration or termination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day periodthis Lease.

Substantial Taking. In If all or substantially all of the Premises shall be taken for public or quasi-public purposes, and if Tenant determines that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13, shall, not later than 90 days after such occurrence (including a final determination of the condemnation award associated therewith), deliver to Landlord (i) notice of its intention to terminate this Lease on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of the Premises and the related condemnation award at a price equal to the greater of (x) $14,800,000.00 plus any prepayment premium or breakage fees charged by Mortgagee, or (y) the fair market value (as determined in accordance with Exhibit E) of the Premises, considered as encumbered by this Lease including assuming all Extension Terms have been exercised by Tenant and considered as not having been the subject of a Substantial Taking condemnation. Notwithstanding the foregoing, in no event shall the final determination of the condemnation award exceed $16,280,000.00. Landlord shall accept or reject such offer by notice given to Tenant not later than thirty (as hereinafter defined), Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof to Seller and Escrow Agent given within fifteen (1530) days after receipt of notice from Seller as Tenant’s notice, and if Landlord fails to such actual Substantial Takingact, whereupon the Deposit will be returned to Purchaser and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement; or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall assign to Purchaser any and all damages, awards or other compensation arising from or attributable to such Substantial Taking (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing). If Purchaser elects option (b), Purchaser shall have the right to participate in any such proceedings. For purposes of this Agreement, a “Substantial Taking” shall mean any acquisition or condemnation for any public or quasi-public purpose which permanently hinders or interferes with the use and value of the Real Property and which cannot be restored to substantially the same use and value as before the taking. Any taking involving property with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) it shall be deemed to be a Substantial Takinghave accepted the offer. If Landlord shall have accepted such offer or is deemed to have accepted such offer, (1) on the Scheduled Closing Date Termination Date, Landlord shall convey by special or limited warranty deed to Tenant any remaining portion of the Premises in accordance with paragraph 29, along with the right to receive any related condemnation award to which Landlord is less than entitled, (2) this Lease shall no longer apply to the full fifteen Premises as of the Termination Date, except for liabilities which accrued prior thereto related to the Premises, (153) day period for Purchaser Landlord and Tenant shall execute a termination to make its determination of whether to terminate or closethis Lease confirming the foregoing, the Scheduled Closing Date which termination shall be extended prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to five (5) business days after expiration all of the full fifteen foregoing. If Landlord rejects such offer, as of the Termination Date, (151) day periodthis Lease shall no longer apply to the Premises, except for liabilities which accrued prior thereto related to the Premises, (2) Landlord and Tenant shall execute a termination of this Lease confirming the foregoing, which termination shall be prepared by or on behalf of Landlord, and (3) Tenant shall pay all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing.