Immaterial Taking Clause Samples

Immaterial Taking. If prior to the Closing of the purchase of a Property, such Property is the subject of a condemnation which does not, in Seller's reasonable opinion, affect any material part of the Improvements and does not materially adversely affect access to the Improvements or compliance with applicable zoning or building requirements, including parking (an "Immaterial Taking"), Seller will provide written notice of such Immaterial Taking to Purchaser and this Agreement will remain in full force and effect in respect of the purchase and sale of such Property, but with an abatement of the Allocable Purchase Price for such Property equal to the amount of the award paid to Seller on account of such taking, less the amount of Seller's costs and expenses, including reasonable attorneys' fees and expenses, in establishing and collecting such award.

Immaterial Taking. 14 2.7 Changes to Plans and Specifications.......................................14 SECTION 3.

Immaterial Taking. (a) If a Taking involves an Immaterial Area, this Lease shall terminate as to the area so Taken from and after the vesting of title in such Taking and shall continue as to the remainder of the Demised Premises provided, however, from and after the date on which possession of the portion of the Demised Premises is Taken, the Tenant shall proceed diligently and in good faith to close in and restore the Improvements. The Fixed Rent shall be reduced as of the vesting date proportionally to account for the area of the Demised Premises so taken. (b) Landlord shall be entitled to receive all Proceeds and Tenant shall have no part thereof or claim thereto nor shall Tenant have any claim for the value of the portion of the leasehold estate so Taken. Landlord shall pay all fees, costs and expenses of every character and kind of Landlord incurred in connection with such Taking and obtaining the Proceeds therefor, and in connection with such restoration.

Immaterial Taking. In the event such condemnation is not Material, then Purchaser shall accept such title to the Real Property as Seller can deliver, in which case Seller shall pay over or assign to Purchaser all rights and proceeds arising by reason of such taking (less any collection costs incurred by Seller in connection therewith and any costs and expenses incurred by Seller to restore the Property, provided that Purchaser has approved the same, such approval not to be unreasonably withheld, conditioned or delayed) and Purchaser shall pay the Purchase Price at the Closing without reduction.

Immaterial Taking. If any part of the Property shall be taken by exercise of the power of eminent domain after the date of this Agreement, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of its duty to convey title to the portion so taken, but Seller 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 Seller on account thereof net of any expenses to Seller, including attorneys' fees of collecting the same. Seller shall promptly furnish Buyer with a copy of the declaration of taking promptly after Seller's receipt thereof.

Immaterial Taking. If an “immaterial portion” (which, for purposes hereof shall mean anything other than a “material portion” (as defined in Section 7.1(b) of this Agreement)) of the Property shall be taken by exercise of the power of eminent domain after the Effective Date of this Agreement, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of its duty to convey title to the portion of the Property so taken, but Seller shall, on the Closing Date, assign to Purchaser without recourse, representation or warranty all rights and claims to any awards or rights to any awards arising therefrom as well as any money theretofore received by Seller on account thereof, net of any expenses actually incurred by Seller prior to the Closing Date, including reasonable attorneys’ fees to collect the same and any expenses incurred by Seller for the protection of or emergency repairs to the Property (and Purchaser hereby authorizes Seller to incur such expenses prior to Closing but acknowledges that Seller has no obligation to repair the Property). Seller shall give a copy of any notice of condemnation to Purchaser within one (1) business day after Seller's receipt of same; provided, however, that any notice of condemnation received by Seller less than three (3) business days prior to Closing shall be given to Purchaser by email immediately following receipt by Seller (with confirmatory notice given by one of the other methods in subitem (i) of Section 10.1).

Immaterial Taking. If any part of the Premises shall be taken by exercise of the power of eminent domain after the date of this Agreement that is not considered a Material Portion, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of its duty to convey title to the portion of the parcel so taken, but Seller 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 Seller on account thereof, net of any expenses actually incurred by Seller, including reasonable attorney’s fees of collecting the same. Seller shall promptly furnish Buyer with a copy of the declaration of taking property after Seller’s receipt thereof. For purposes of this Paragraph 20, a “Material Portion” shall mean a condemnation of any portion of (i) the Improvements which are vital to the use, occupancy or operation of the Premises; (ii) the parking lot which materially and adversely affects the number of parking spaces or ingress/egress from the parking lot; or (iii) the Premises which enables a tenant to terminate its lease.

Immaterial Taking. If any part of the Property shall be taken by exercise of the power of eminent domain after the date of this Agreement that does not materially (i) interfere with the use of the Property for the purposes for which it is currently used; (ii) interfere with access to the Premises; or (iii) reduce the value of the Property, in Buyer’s reasonable judgment by more than $6,515,000.00, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller 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 Seller on account thereof, net of any expenses actually incurred by Seller, including attorney’s fees of collecting the same. Seller shall promptly furnish Buyer with a copy of the declaration of taking promptly after Seller’s receipt thereof.

Immaterial Taking. In the event such condemnation is not Material, then Purchaser shall accept such title to the Real Property as Seller can deliver, in which case Seller shall pay over or assign to Purchaser all rights and proceeds arising by reason of such taking (less any collection costs incurred by Seller in connection therewith and any costs and expenses incurred by Seller to restore the Property, provided that Purchaser has approved the same, such approval not to be unreasonably withheld, conditioned or delayed) and Purchaser shall pay the Purchase Price at the Closing without reduction. 11.1.4 “Material”. For purposes of this Section 11.1, the term “Material” shall mean a condemnation involving (i) any portion of the land or improvements included in the Real Property that materially impairs the present use and operation of the Real Property, (ii) 10% or more of the Real Property or (iii) all or a material portion of access to the Real Property.