Common use of Additional Contingencies Clause in Contracts

Additional Contingencies. (a) Subject to the terms of Section 3.4(b) below, Purchaser shall have an additional ninety (90) days after the expiration of the Inspection Period (the “Design Approval Period”) solely to obtain preliminary design approval of the proposed parking garage from the Las Colinas Association (the “Design Approval”). Purchaser represents that it will use commercially reasonable efforts to obtain the Design Approval, will propose a design that is substantially consistent with the previous design submitted by Seller and Purchaser will submit its proposed design for approval within forty-five (45) days of the Effective Date. Seller shall timely execute any instruments reasonably necessary in connection with the processing of any such approvals. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Design Approval Period as a result of the condition of the Property or Property Documents. (b) Purchaser shall have the right to negotiate leases directly with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the Xxxxxxx Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx Money. In the event that the Additional Contingencies are not met by the end of the Second Additional Contingency Period, Purchaser shall have an additional thirty (30) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the Xxxxxxx Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx Money. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the Xxxxxxx Money and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the Xxxxxxx Money shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result of casualty or condemnation or as the result of a failure of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result of (i) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination of this Agreement. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Additional Contingency Periods as a result of the condition of the Property or Property Documents.

Additional Contingencies. Buyer’s obligation to purchase the Property shall be contingent upon the satisfaction of the following additional contingencies: (ai) Subject Lake Oswego City Council approval of a plan amendment and change in the current zoning designation for the Property to the terms of Section 3.4(bGeneral Commercial (GC) below, Purchaser shall have an additional ninety zoning designation (90) days after or a comparable zoning designation that permits the expiration of same uses as the Inspection Period (the “Design Approval Period”) solely to obtain preliminary design approval of the proposed parking garage from the Las Colinas Association (the “Design Approval”). Purchaser represents that it will use commercially reasonable efforts to obtain the Design Approval, will propose a design that is substantially consistent with the previous design submitted by Seller and Purchaser will submit its proposed design for approval within forty-five (45) days GC zoning designation existing as of the Effective Date) (the “Zone Change”), with conditions, if any, acceptable to Buyer in its sole discretion, and the expiration of all appeal periods applicable to the Zone Change with no appeal having been taken, on or before April 1, 2014 (the “Zone Change Approval Date”). The Zone Change will be initiated and processed by Seller at Seller’s sole cost and expense. Seller shall timely execute keep Buyer reasonably informed of Seller’s progress in processing the Zone Change application and shall notify Buyer immediately after obtaining a decision by the Lake Oswego City Council. The parties acknowledge and agree that Seller has executed this Agreement in its proprietary capacity as owner of the Property, and that nothing in this Agreement binds or otherwise obligates the City of Lake Oswego in the exercise of its regulatory authority. Specifically, and without limiting the foregoing, nothing in this Agreement obligates the Lake Oswego Planning Commission or the Lake Oswego City Council to approve the Zone Change, or obligates City staff as to their analyses, reports, recommendations or any instruments reasonably necessary in connection with the processing of any such approvals. Subject other staff functions or duties relating to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Design Approval Period as a result of the condition of the Property or Property Documentsproposed Zone Change. (bii) Purchaser shall have the right to negotiate leases directly with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the Xxxxxxx Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx Money. In the event that the Additional Contingencies are not met The commitment by the end of the Second Additional Contingency PeriodTitle Company, Purchaser shall have at Closing, to issue to Buyer an additional thirty ALTA standard owners coverage title policy; (30iii) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the Xxxxxxx Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx Money. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the Xxxxxxx Money and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the Xxxxxxx Money shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result Lack of casualty or condemnation to all or as the result of a failure any portion of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result Property; (iv) Property being delivered free of Management Agreements; (iv) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination ’s fulfillment of this Agreement. Subject to the terms each obligation of Seller under this Agreement, Purchaser agrees that and the continuing accuracy of all other aspects of the Property Seller’s representations and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate warranties in this Agreement during the Additional Contingency Periods as a result of the condition of the Property or Property DocumentsAgreement.

Additional Contingencies. (a) Subject to This Agreement and the terms of Section 3.4(b) below, Purchaser shall have an additional ninety (90) days after the expiration obligations of the Inspection Period parties hereunder are further expressly contingent upon the satisfaction of the following conditions which must occur contemporaneously on the Closing Date: (i) the parties shall close title to real property located at 00 Xxxxxxxxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx (the “Design Approval Period30 Knightsbridge Property”) solely to obtain preliminary design approval whereby Assignor shall sell and Assignee shall purchase said real property, and Assignee shall lease-back a portion of the proposed parking garage from property to Assignor, in accordance with the Las Colinas Association terms and conditions of that certain Agreement of Purchase and Sale (the “Design Approval30 Knightsbridge Contract”). Purchaser represents ) agreed to by the parties and executed contemporaneously with this Agreement; (ii) the parties shall close title to real property located at Xxxxxx Plaza II, 412 Mt. Xxxxxx Avenue, Xxxxxx Township, New Jersey and that it will use commercially reasonable efforts certain parcel containing approximately 25 acres commonly known as Xxx 00, Xxxxx 23.02 (collectively, the “Xxxxxx Plaza II Property”) whereby Assignor shall sell and Assignee shall purchase said real property, and Assignee shall lease-back the property to obtain the Design ApprovalAssignor, will propose a design that is substantially consistent in accordance with the previous design submitted terms and conditions of that certain Agreement of Purchase and Sale (the “Xxxxxx Plaza II Contract”) agreed to by Seller the parties and Purchaser will submit executed contemporaneously with this Agreement; (iii) the parties shall execute a lease amendment pursuant to which Assignor shall extend its proposed design lease for approval within forty-five a ten year term with respect to real property located at Xxxxxx Plaza I, 340 Mt. Xxxxxx Avenue, Xxxxxx Township, New Jersey (45the “Xxxxxx Plaza I Property”) days which lease amendment shall be in the form of lease amendment approved by the parties and attached hereto as Exhibit H; (iv) Assignee’s obligation to close this transaction shall be subject to its evaluation of the Effective DateProperties and the Leases. Seller Assignee’s rights and obligations with respect to this evaluation shall timely execute any instruments reasonably necessary be identical to those contained in connection with the processing of any such approvals. Subject to the terms of this Agreement, Purchaser agrees that all other aspects Article V of the Property 30 Knightsbridge Contract and Property Documents are deemed approved the Xxxxxx Plaza II Contract, which article is incorporated herein by Purchaser as of the expiration of the Inspection Period and Purchaser reference. Assignee shall have no the right to terminate this Agreement during to the Design Approval Period same extent as a result provided in said Article V and will lose such right if it is not exercised within the Evaluation Period, as defined therein; and (v) All of the condition Leases must remain in full force and effect as of the Property Closing, and nothing shall have occurred, such as casualty or Property Documentscondemnation, which, upon notice or the passage of time, or both, would result in the termination of a Lease. (b) Purchaser ; provided, however, that Assignee shall have the right to negotiate leases directly keep the agreement in force with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything respect to the contrary set forth herein, Purchaser shall have an additional thirty (30other Properties by agreeing to make to Assignor the payment described in Section 1(j)(ii) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior with respect to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the Xxxxxxx Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx Money. In the event that the Additional Contingencies are not met by the end of the Second Additional Contingency Period, Purchaser shall have an additional thirty (30) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the Xxxxxxx Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx Money. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the Xxxxxxx Money and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the Xxxxxxx Money shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result of casualty or condemnation or as the result of a failure of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result of (i) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination of this Agreement. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Additional Contingency Periods as a result of the condition of the Property or Property DocumentsLease.

Additional Contingencies. (a) Subject to the terms of Section 3.4(b) below, Purchaser shall have an additional ninety (90) days after the expiration of the Inspection Period (the “Design Approval Period”) solely to obtain preliminary design approval of the proposed parking garage from the Las Colinas Association (the “Design Approval”). Purchaser represents that it will use commercially reasonable efforts to obtain the Design Approval, will propose a design that is substantially consistent with the previous design submitted by Seller and Purchaser will submit its proposed design for approval within forty-five (45) days of the Effective Date. Seller shall timely execute any instruments reasonably necessary in connection with the processing of any such approvals. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Design Approval Period as a result of the condition of the Property or Property Documents. (b) Purchaser shall have the right to negotiate leases directly with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the Xxxxxxx Money Eaxxxxx Xoney and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx MoneyEaxxxxx Xoney. In the event that the Additional Contingencies are not met by the end of the Second Additional Contingency Period, Purchaser shall have an additional thirty (30) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the Xxxxxxx Money Eaxxxxx Xoney and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the Xxxxxxx MoneyEaxxxxx Xoney. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the Xxxxxxx Money Eaxxxxx Xoney and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the Xxxxxxx Money Eaxxxxx Xoney shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result of casualty or condemnation or as the result of a failure of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result of (i) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination of this Agreement. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Additional Contingency Periods as a result of the condition of the Property or Property Documents.