Condemnation Contract Clauses (743)

Condemnation. Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord's ability to profitably operate the remainder of the Building. The terminating party shall provide written noti...ce of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective as of the effective date of any order granting possession to, or vesting legal title in, the condemning authority. If this Lease is not terminated, Base Rent and Tenant's Pro Rata Share shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a separate claim for Tenant's Property and Tenant's reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord's award. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Laws. View More

Condemnation. (a) Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Landlord thereof and Landlord shall be entitled to participate in any Condemnation proceeding. Landlord, promptly after obtaining knowledge of the institution of any proceeding for Condemnation, shall notify Tenant thereof and Tenant shall have the right to participate in such proceedings. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assi...gns to Landlord any award or payment in respect of any Condemnation of Landlord's interest in the Leased Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any award relating to the value of the leasehold interest created by this Lease or any award or payment on account of the Trade Fixtures, moving expenses and out-of-pocket expenses incidental to the move, if available, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the Condemnation of Landlord's interest in the Leased Premises. (b) If the entire Leased Premises shall be the subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than thirty (30) days after such Taking has occurred, serve a Tenant's Termination Notice upon Landlord. A-13 (i) In the event that during the Term, Tenant shall serve a Tenant's Termination Notice upon Landlord, this Lease and the Term hereof shall terminate on the date specified in the Termination Notice (the "Termination Date"); and in such event the entire award to the made in the Condemnation proceeding (except as provided in Paragraph 13(a) above) shall be paid to Landlord. (c) (i) In the event of a Condemnation of any part of the Leased Premises which does not result in a termination of this Lease, subject to the requirements of Paragraph 15, the Net Award of such Condemnation shall be retained by Landlord; and promptly after such Condemnation, Tenant shall commence and diligently continue to completion the Restoration of the Leased Premises. (i) Upon the payment Landlord of the Net Award of a Taking which falls within the provisions of this Paragraph 13(c), Landlord shall, to the extent received, make the Restoration Award available to Tenant for Restoration, in accordance with the provisions of Paragraph 15, and promptly after completion of the Restoration, the balance of the Net Award shall be paid to Landlord. All Basic Rent, Additional Rent and other sums payable hereunder shall continue unabated and unreduced. (ii) In the event of a Requisition of the Leased Premises, Landlord shall apply the Net Award of such Requisition, to the extent available, to the installments of Basic Rent, Additional Rent or other sums payable by Tenant hereunder thereafter payable and Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Tenant on account of the Basic Rent and Additional Rent shall be retained by Landlord. (d) Except with respect to an award or payment to which Tenant is entitled pursuant to the provisions of Paragraph 13(a), 13(b) and 13(c), no agreement with any condemnor in settlement of or under threat of any Condemnation shall be made by either Landlord or Tenant (provided no Event of Default then exists and is continuing) without the written consent of the other. View More

Condemnation. If notice is received by Nevada Gold prior to Closing that any portion of the Property shall be taken in condemnation or pursuant to the right of eminent domain, or if any such proceeding (judicial, administrative or otherwise) is commenced after the Effective Date hereof, any award or proceeds received by Nevada Gold from such condemnation or right of eminent domain proceeding shall be applied against, and reduce, the Purchase Price hereunder. If such proceeding has not been concluded as of the... date of Closing, there shall be no reductions in the Purchase Price and all amounts thereafter awarded relating to the Property shall belong to Clear Creek 4 15. Nevada Gold's Warranties/Property Condition. Nevada Gold hereby represents, warrants, and agrees that on the date of Closing, except as may be caused or created by Clear Creek: a. Litigation. There is no litigation pending or threatened which in any manner affects the Property, and Nevada Gold knows of no basis or grounds for any claims or causes of action which could affect the Property in any manner. b. Access. To the best of Nevada Gold's knowledge, no facts or conditions are contemplated or in existence which would result in termination of full and free access to and from the Property. c. Legal Compliance. To the best of Nevada Gold's knowledge, there are no violations of any law, code, ordinance, rule or regulation or insurance policy affecting any portion of the Property or the use thereof. Nevada Gold shall make complete and good faith disclosure to Clear Creek of Nevada Gold's receipt of any notice of any violation or Nevada Gold's discovery of any condition on any portion of the Property constituting any such violation. All requirements known to Nevada Gold of governmental authorities regarding improvement or use of the Property, or property adjacent to the Property, have been, or during the Inspection Period will be, disclosed to Clear Creek. d. Liens. All bills for work done and materials furnished at the request of Nevada Gold with respect to the Property have been paid in full by Nevada Gold or will be discharged and paid in full by Nevada Gold on or before the date of Closing. e. Assessments. Nevada Gold knows of no special assessments that have been made or levied against the Property, and to the best of Nevada Gold's knowledge, there are no public improvements which have been planned, commenced or completed which would result in a special assessment against the Property. f. Status and Authority. Nevada Gold under the laws of the State of Colorado has the legal power and authority to own, sell, convey and transfer the Property. The execution and delivery of, and the performance of all obligations under this Agreement by Nevada Gold, do not and shall not require any consent or approval of any person and do not and shall not result in a breach of, or constitute a default under, any indenture, loan or credit agreement, mortgage, deed of trust or other agreement to which Nevada Gold is a party or by which Nevada Gold or the Property may be bound. Nevada Gold is not a "foreign person" within the meaning of Section 1445, et seq., of the Internal Revenue Code of 1986, as amended, or any regulations promulgated thereunder. g. Performance. Nevada Gold shall have performed all of its obligations, covenants and agreements pursuant to this Agreement. h. Environmental Matters. Nevada Gold represents and warrants that it has done no handling, transportation, storage, treatment or usage of Hazardous Material on the Property. The provisions of this Section shall survive Closing. i. Moratoriums. To the best of Nevada Gold's knowledge, there are no current or imminent moratoriums or school capacity ordinances that would impact on Clear Creek's intended development of the Property. 5 j. Condemnation. To the best of Nevada Gold's knowledge, there are no current or imminent condemnation actions that could affect Clear Creek's intended development of the Property. View More

Condemnation. Except as provided to the contrary in this Section 18, this Master Lease shall not terminate and shall remain in full force and effect in the event of a taking or condemnation of the Premises, or any portion thereof, and Tenant hereby waives all rights under applicable law to abate, reduce or offset Rent by reason of such taking. If during the Term all or substantially all (a "Complete Taking") or a smaller portion (a "Partial Taking") of any Facility is taken or condemned by any competent publi...c or quasi-public authority, then (a) in the case of a Complete Taking, Tenant may at its election made within thirty (30) days of the effective date of such Taking, terminate this Master Lease with respect to such Facility and the current Rent shall be equitably abated as of the effective date of such termination, or (b) in the case of a Partial Taking, the Rent shall be abated to the same extent as the resulting diminution in Fair Market Value of the applicable portion of the Premises. The resulting diminution in Fair Market Value on the effective date of a Partial Taking shall be as established pursuant to Exhibit C. In the event this Master Lease is terminated as to any Facility under this Section 18, then the Minimum Rent due hereunder shall be reduced by the product of (i) the amount of the then current Minimum Rent, and (ii) a fraction, the numerator of which is the portion of Landlord's Investment allocated to such Facility and the denominator of which is Landlord's Investment. Landlord alone shall 19 be entitled to receive and retain any award for a taking or condemnation other than a temporary taking; provided, however. Tenant shall be entitled to submit its own claim in the event of any such taking or condemnation with respect to the value of (u) Tenant's leasehold interest in any portion of the Premises, (v) the relocation costs incurred by Tenant as a result thereof, (w) Tenant Personal Property, (x) other tangible property, (y) moving expenses, and/or (z) loss of business, if available. In the event of a temporary taking of less than all or substantially all of the Premises, Tenant shall be entitled to receive and retain any and all awards for the temporary taking and the Minimum Rent due under this Master Lease shall be not be abated during the period of such temporary taking. View More

Condemnation. If the whole or any substantial part of the Project of which the Premises are a part should be taken or condemned for any public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with the Permitted Use of the Premises this Lease shall terminate and the Rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said Premises sha...ll have occurred. 24.2 Condemnation Not Resulting in Termination. If a portion of the Project of which the Premises are a part should be taken or condemned for any public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in this Section, this Lease shall not terminate, but the Rent payable hereunder during the unexpired portion of the Lease shall be reduced, beginning on the date when the physical taking shall have occurred, to such amount as may be fair and reasonable under all of the circumstances. 24.3 Award. Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance and Tenant shall have no claim against Landlord or otherwise for the value of any unexpired portion of this Lease. Notwithstanding the foregoing, any compensation separately and specifically awarded Tenant for loss of business, Tenant's personal property, moving costs or loss of goodwill, shall be and remain the property of Tenant. View More

Condemnation. If, prior to Closing, a condemnation proceeding is commenced or threatened against the Premises in writing by a governmental or quasi-governmental agency with the power of eminent domain ("Condemnation"), then: (a)Termination Option. Purchaser may elect, within fourteen (14) days from and after said notice of Condemnation, by written notice to Seller, to terminate this Agreement, and if necessary the time of Closing shall be extended to permit such election. If Purchaser elects to terminate this... Agreement, then the Earnest Money (including the Nonrefundable Deposit) shall be returned to Purchaser by Seller and Escrow Agent as applicable, and, except for the provisions of this Agreement that expressly survive Closing or earlier termination of this Agreement, this Agreement shall be void and of no further force and effect, and neither party shall have any liability to the other by reason hereof; or (b)Awards. In the event Purchaser does not timely elect to terminate pursuant to Section 21(a) above, then this Agreement shall not terminate, and if the Closing occurs then the Purchase Price shall not be reduced because of such Condemnation; provided, that, at Closing, Seller shall assign to Purchaser its rights in any Condemnation award to be paid to Seller in connection with such Condemnation. View More

Condemnation. If a Seller (or any Acquired Company or Fee Owner) receives any notice regarding any pending condemnation proceedings or deeds in lieu of condemnation or other similar proceedings affecting any of the Parcels, or if any part of any Parcel comprising part of the Real Property shall be taken after the Effective Date by exercise of the power of eminent domain, or deed in lieu of eminent domain (a "Taking"), then in any such case, Sellers shall notify Buyer of same within five (5) days of receipt of... written notice thereof and then Buyer shall have the right to designate the applicable Parcel as an Excluded Parcel (any such Parcel(s) shall not be subject to the Excluded Parcel Cap), by written notice to Sellers within ten (10) days of Sellers' notice to Buyer of such Taking, and in such event, Section 5(c) shall apply. If Buyer does not timely give notice of termination, then Buyer's obligations under this Agreement with respect to such Parcel shall remain in effect notwithstanding such condemnation, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Sellers shall be relieved, however, of their duty to provide title to the portion of the Parcel so taken, but Sellers shall, on the Closing Date, assign to Buyer all rights and claims to any awards arising therefrom as well as any money theretofore received by Sellers on account thereof, net of any reasonable expenses actually incurred by Sellers, including attorney's fees, in collecting the same. 52 18. Assignability. (a) Assignments Prohibited. Buyer may not assign or suffer an assignment of this Agreement and/or its rights under this Agreement, without the prior written consent of Sellers, which consent Sellers may deny in its sole and absolute discretion. Notwithstanding the foregoing, Sellers' consent shall not be required in respect to an assignment by Buyer of its interests herein to one or more Affiliates of Buyer, provided that (i) any such assignment shall not relieve the party originally designated as Buyer of its obligations hereunder, and (ii) on the date of such assignment, the assignee shall make the representations and warranties set forth in Sections 11 and 20 to Sellers. This Agreement will be binding upon and inure to the benefit of Sellers and Buyer and their respective successors and permitted assigns. Whenever a reference is made in this Agreement to Sellers or Buyer, such reference will include the successors and permitted assigns of such party under this Agreement. (b) Prohibited Assignments. Notwithstanding the foregoing provisions of Section 18(a), Buyer shall have no right, under any circumstances, to assign this Agreement to any person that is unable to make Buyer representations set forth in Section 11(e), Section 11(f) and Section 11(g). (c) Successors and Assigns. Subject to the foregoing limitations, this Agreement shall extend to, and shall bind, the respective heirs, executors, personal representatives, successors and assigns of Sellers and Buyer. View More

Condemnation. "Taking" means the acquiring of all or part of the Project for any public or quasi-public use by exercise of a right of eminent domain or under any other law, or any sale in lieu thereof. If a Taking occurs: (a) The Lease will terminate as of the date of a Taking if substantially all of the Premises becomes untenantable for substantially all of the remaining Term because of the Taking. (b) If the Lease is not terminated under Section 12.1(a), Landlord shall restore or alter the Premises after th...e Taking to be tenantable, unless Landlord reasonably determines that it will be uneconomical to do so, in which case Landlord may terminate the Lease upon sixty (60) days prior written notice to Tenant. (c) If the Lease is not terminated under Section 12.1(a), more than twenty percent (20%) of the Premises is untenantable because of the Taking, and Tenant cannot operate Tenant's business for the Use in the Premises after such Taking, then Tenant may terminate the Lease upon sixty (60) days prior written notice to Landlord. (d) If the Lease is not terminated under Section 12.1(a), (b) or (c), the Rent payable by Tenant will be reduced for the term of the Taking based upon the rentable area of the Premises made untenantable by the Taking. 12.2 Awards. Landlord is entitled to the entire award for any claim for a Taking of any interest in this Lease or the Project, without deduction or offset for Tenant's estate or interest; however, Tenant may make a claim for relocation expenses and damages to Tenant's Personal Property and business to the extent that Tenant's claim does not reduce Landlord's award. View More

Condemnation. If a condemnation action is filed or either party receives written notice from any competent condemning authority of intent to condemn which directly affects any Lot or Lots which Purchaser has a right to purchase, either party may at its sole discretion by written notice to the other party within ten (10) days following receipt of such condemnation notice terminate this Contract as to the Lots subject to the condemnation action and receive a refund of a prorata portion of the Deposit with respe...ct to those Lots only, and the parties shall have no further rights or obligations with respect to those Lots. If the right to terminate is not exercised by either party, this Contract shall remain in full force and effect with respect to the Lot in question and upon exercise of the right to purchase the Lot, the Closing shall proceed in accordance with the terms of this Contract. Any condemnation award shall be paid to the party who is the owner of the affected Lot at the time the award is determined by the condemning authority. View More

Condemnation. 14.1. Termination. If the whole of the Premises is taken through a Condemnation Proceeding, this Lease shall automatically terminate as of the date of the taking. The phrase "the date of the taking" means the date of taking actual physical possession by the condemning authority, the entry of an order of occupancy or such earlier date as the condemning authority gives notice that it is deemed to have taken possession. If part, but not all, of the Premises is taken, either Party may terminate this... Lease as set forth in this Paragraph 14.1. Landlord may terminate this Lease if any portion of the Property (whether or not including the Premises) is taken that, in Landlord's reasonable judgment, substantially interferes with Landlord's ability to operate or use the Property for the purposes for which the Property was intended, so long as Landlord terminates leases in the Building covering an aggregate of at least seventy-five percent (75%) of the rentable square footage of the Building. Tenant may terminate this Lease if any portion of the Property (not including the Premises) is taken that: (a) terminates all reasonable physical access to and from the Premises and the public rights- of-way abutting the Property, and Landlord fails to provide reasonably acceptable substitute access; or (b) reduces the parking available to Tenant and Tenant's Occupants on the Property below Tenant's Parking Stall Allocation, unless Landlord provides to Tenant replacement parking within reasonable proximity to the Building. Any such termination must be accomplished through notice given no later than thirty (30) days after, and shall be effective as of, the date of the taking. 14.2. Restoration. In all other cases, or if neither Landlord nor Tenant exercises its right to terminate, this Lease shall remain in effect and Landlord shall restore the remaining portion of the Property and, to the extent affected thereby, the Building and the Premises to the extent of Building standard improvements, to its and their former condition as nearly as is reasonably practicable, and any condemnation award paid in connection with such taking shall be used to the extent necessary for such purpose. During such restoration, Rent shall be abated proportionately commencing on the date of such taking and continuing until the completion of such restoration as to that portion of the Premises rendered untenantable by such restoration, if any. 42 14.3. General. If a portion of the Premises is taken and this Lease is not terminated, Rent shall be reduced in the proportion that the floor area of the Premises taken bears to the total floor area of the Premises immediately prior to such taking. Whether or not this Lease is terminated as a consequence of a Condemnation Proceeding, all damages or compensation awarded for a partial or total taking, including any award for severance damage and any sums compensating for diminution in the value of or deprivation of the leasehold estate under this Lease, shall be the sole and exclusive property of Landlord; provided, that Tenant shall be entitled to any award for loss of, or damage to, Tenant's Property, loss of business or goodwill and business interruption, moving and relocation expenses, if a separate award is actually made to Tenant. View More