Material Taking definition

Material Taking shall have the meaning set forth in Section 6.4.

Material Taking means all instances of a Taking that are not immaterial, as defined herein. If Purchaser does not elect to, or has no right to, terminate this Agreement in accordance herewith on account of a Taking, this Agreement shall remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to any awards applicable to the Property that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Purchaser shall not have elected to terminate this Agreement as provided in this Section 7.2, and provided that the Inspection Period has expired, (i) Purchaser shall thereafter be permitted to participate in the proceedings as if Purchaser were a party to the action, and (ii) Seller shall not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining Purchaser’s prior written consent thereto in each case. The terms of this Section 7.2 shall survive Closing.

Material Taking means an exercise by an applicable governmental authority of the power of condemnation or eminent domain that results in: (a) the taking of more than twenty percent (20%) of the Real Property; (b) a material reduction or restriction in access to the Property; or (c) the inability to operate the Hotel in substantially the same manner (without material additional expense) as it was operated prior to such taking.

Examples of Material Taking in a sentence

• To the extent that any condemnation affecting the Existing Property prior to the contribution of the Existing Property to the Company does not constitute a Material Taking and Tejon receives condemnation proceeds with respect thereto, Tejon shall be entitled to receive and retain the first Two Hundred Fifty Thousand Dollars ($250,000) of proceeds of each such condemnation.

• If the Closing Date would otherwise occur sooner, it shall automatically be extended to the date that is twenty (20) Business Days after written notice to Purchaser of the Material Taking.

• If proceedings with respect to a taking which is not a Material Taking are commenced and not completed prior to the Closing, the Seller shall assign such right to proceeds to Purchaser without adjustment of the Purchase Price.

• If prior to the Closing Date any Material Taking occurs, then Purchaser may terminate this Agreement by written notice given to Seller within twenty (20) days after Seller has given Purchaser the notice of the Material Taking (and the Closing Date shall be so extended as applicable), in which case the parties shall have no further obligations to each other hereunder except as specifically provided herein.

• Any disputes under this Section 12 as to whether the Taking is a Material Taking shall be resolved by expedited arbitration before a single arbitrator acceptable to both Owner and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Owner and Purchaser fail to agree on an arbitrator within five days after a dispute arises, then either party may request the American Arbitration Association office in New York to designate an arbitrator.

More Definitions of Material Taking

Material Taking shall have the meaning set forth in Section 9.02.

Material Taking means a Taking of the whole of any of the Properties, other than for temporary use, or a Taking of any of the Properties (other than for temporary use) which will: (i) materially impair access to such Property in Lessee's reasonable judgment; (ii) either result in the loss of 10% or more of the parking spaces at such Property or the loss of such parking spaces as would result in the Property being reasonably incapable of satisfying the parking requirements under Applicable Regulations either by the addition or replacement of parking spaces; or (iii) result in the permanent closure or removal of such portion of the improvements located on such Property as to make uneconomical the continued use of the remainder of such Property as a Permitted Facility.

Material Taking means any condemnation, taking by eminent domain or any similar proceeding which adversely affects the Real Property by: (i) preventing the use of the Ski Area Parcel as a public ski area (ii) eliminating access to the Property from any public roads abutting the Real Property; or (iii) diminishing materially the number of parking spaces available on the Real Property (after reasonable relocation thereof), so as to prevent the use of the Ski Area Parcel as a public ski area.

Material Taking means any taking or condemnation (or notice thereof) for any public or quasi-public purpose or use by any competent authority in appropriate proceedings or any exercise of a right of eminent domain that results in, or is reasonably anticipated to result in, (i) an award in excess of Five Hundred Thousand Dollars ($500,000.00).

Material Taking means the permanent or temporary taking of such portion of the Property that includes any portion of the Hotel, or results in the elimination of all points of access between the Real Property and a dedicated street but excluding any taking related to the tunnel project that is in accordance with and pursuant to the Tunnel Easement

Material Taking means any Taking: (i) of the entire Leased Premises, or (ii) that would, even after Restoration, in Tenant’s reasonable good faith business judgment, be substantially and materially adverse to Tenant’s use of the remaining portion of the Leased Premises as a skilled trade training facility.

Material Taking means a Taking (a) affecting more than two percent (2%) percent of the Land or affecting any portion of the Improvements, (b) affecting the parking areas or driveways thereon, or (c) affecting any means of ingress thereto or egress therefrom.