Condemnation and Eminent Domain. Subject to the prior rights of the Mortgage Lender under the Mortgage Loan Documents, any and all awards (the "AWARDS") heretofore or hereafter made or to be made by any Governmental Authority for the taking by condemnation or eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to Mezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver to Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any Award or other compensation described above is nonetheless paid to Mezzanine Borrower, Mezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, and Mezzanine Borrower and Property Owner shall immediately pay the same to Mezzanine Lender. The expenses incurred by Mezzanine Lender in the collection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the ext...
Condemnation and Eminent Domain. If any condemnation proceedings are instituted, or notice of intent to condemn is given, for 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, 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. If 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 ten (10) 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 material disruption of access to the Property. Failure to give notice of Purchaser’s election within such ten (10) 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 HAMPTON CORPORATION, a Maryland corporation, ("Seller") and ASSOCIATED ESTATES REALTY CORPORATION, an Ohio corporation ("Buyer"),
Condemnation and Eminent Domain. Except as set forth on Schedule 5.13(d), there is no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceeding with respect to any of the Company Real Property or Company 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. 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.
Condemnation and Eminent Domain. (a) In the event of a taking for any public or quasi-public use or purpose, by any lawful power or authority, by exercise of the right of condemnation or eminent domain, or by agreement between Landlord and those having the authority to exercise such right (hereinafter called a "Taking") of the entire Demised Premises or such substantial portion thereof so that the balance of the Demised Premises is not suitable for the conduct of Tenant's normal business operations therein, then this Lease and the terms hereof shall cease and expire on the date of transfer of possession in connection with the Taking.
