Contingencies. (a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies: (i) The review and approval by Buyer of any title report obtained by Xxxxx; (ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price; (iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and (iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date. (b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts. (c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any time.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Contingencies. (a) Xxxxx acknowledges and agrees that prior Lessee shall be entitled to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in terminate this Agreement, subject by New York Town Law and to a permissive referendum vote have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on petition. This Agreement and or before the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion date of the following contingencies:Construction Closing (collectively, “Lessee’s Contingencies”):
(i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The review Existing Interest Holders agree to cooperate and approval by Buyer of support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any title report obtained by Xxxxx;expense in connection with same.)
(ii) The issuance Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of bonds low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by Xxxxx the Lessee (in the amount of the Purchase Price;its sole discretion).
(iii) If Lessee shall have obtained from the Buyer receives a petition signed and filed by Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the appropriate number of registered voters Lessee, at the commencement of the Buyer requiring that a special election be held on Lease Term, has ingress to and egress from the approval Premises, and such other such rights over the land of the acquisition Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and Project at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory DatePremises.
(b) Xxxxx The Existing Interest Holders shall have be entitled to terminate this Agreement if, on or before the right date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enter upon the Property from and after enact legislation authorizing the execution of this Agreement by both parties upon reasonable advance notice to Seller for Agreement, which the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, County and the Deposit Town shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue pursue expeditiously and in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timegood faith.
Appears in 2 contracts
Samples: Ground Lease, Ground Lease
Contingencies. (a) Xxxxx acknowledges and agrees that prior Notwithstanding anything contained herein to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreementcontrary, subject by New York Town Law Purchaser's obligation to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly close hereunder is contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of each of the following contingenciesconditions, any of which may be waived by Purchaser:
(i) The review This Agreement and the development and occupancy of the Premises by Purchaser as described herein, has been approved by certain regulatory agencies from whom Purchaser is required to seek approval by Buyer being the Commonwealth of any title report obtained by Xxxxx;Pennsylvania Department of Banking and the Federal Reserve Board.
(ii) The issuance approval, without the imposition of bonds any additional conditions, by Xxxxx in the amount all required Governmental Authorities of the Purchase Price;an
(iii) If The assignment of the Buyer receives a petition signed Site Plan, all permits and filed approvals as described above to Purchaser and the approval by City or the appropriate number Governmental Authority of registered voters Purchaser as the substitute developer of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town LawPremises, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; andif required.
(iv) This Agreement is contingent on The receipt by Purchaser of all final, irrevocable, unconditional, uncontestable and unappealable permits, licenses, certificates and approvals including a building permit from all Governmental Authorities, with all appeal periods having lapsed and no appeals pending, to lawfully develop the BuyerPremises and construct the building as described in the Site Plan, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations modified as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Dateprovided above.
(bv) Xxxxx shall have The receipt by Purchaser of all necessary easements, permits and approvals to allow the right connection of the proposed building to enter be constructed upon the Property from Premises with all required water, sanitary sewer, storm sewer, gas, electric and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amountsother required utilities.
(cvi) Xxxxxx agrees to cooperate in all reasonable respects, All the warranties and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies representations by Seller in writing that it is unable to satisfy any of the contingencies as set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration Agreement shall be true and correct at and as of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, Closing date in which event this Agreement shall automatically cease all respects as though such warranties and terminate, representations were made both at and the Deposit shall be promptly refunded to Buyer. If on or before the expiration as of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for this Agreement and at and as of the sole purpose Closing date.
(vii) No representation, statement or warranty by Seller contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statement or omits or will omit a material fact necessary to make the statement of holding such special election fact therein recited not misleading.
(viii) Seller shall have performed, observed and obtaining complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with prior to or as of the necessary voters’ approval. It is understood that date of Closing.
(ix) Seller shall have complied with all the contingencies set forth herein are for Xxxxx’s benefit corporate formalities and may state law requirements required to execute this Agreement and sell the Premises.
(x) None of the approvals or permits required by Purchaser as described above shall be waived encumbered by Buyer at any timeunreasonable, burdensome or otherwise unacceptable conditions or require the expenditure of monies in an amount deemed unacceptable by Purchaser.
Appears in 1 contract
Contingencies. (a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly Lease is contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review Landlord obtaining the following final (i.e., after the expiration of all applicable appeal periods) board or other approvals or consents necessary for Landlord to enter into and approval by Buyer of any title report obtained by Xxxxx;
perform its obligations under this Lease (collectively, “Lease Consent”); (ii) The issuance of bonds by Xxxxx Tenant entering into an Airport Use Agreement (as defined in Section 5.5.) with Landlord for the amount use of the Purchase Price;
Airport (the “Use Agreement”); and (iii) If Landlord and/or Tenant, as applicable, obtaining all final (i.e., after the Buyer receives a petition signed expiration of all applicable appeal periods) grading and filed by building permits and all other permits, licenses, permissions, consents and approvals required to be obtained from governmental agencies (including Landlord) or third parties (the appropriate number “Approvals”) for the operation of registered voters Tenant’s business in the Premises and for the completion of the Buyer requiring that a special election be held Project, on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This acceptable to Tenant in Tenant’s sole discretion. If both the Lease Consent and Use Agreement is contingent on the Buyer, are not obtained on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expenseJune 30, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason2019, then Buyer may, at Buyer's sole option, deem Tenant may terminate this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter Lease upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described hereinLandlord, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller whereupon this Lease shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingenciesliability or obligation hereunder, except for those which expressly survive termination hereof. FurthermoreIn addition, if at any time prior the Approvals are not obtained on or before the date which is one year from the Effective Date, Tenant shall provide written notice to Landlord and Landlord shall have ten (10) Business Days to take such action as Landlord deems appropriate to assist Tenant in obtaining the Approvals, then, if the Approvals are still not obtained after the expiration of such ten (10) Business Day period, Tenant may terminate this Lease upon notice to Landlord, whereupon this Lease shall terminate and neither party shall have any liability or obligation hereunder, except for those which expressly survive termination hereof.
(b) Tenant may terminate this Lease upon notice to Landlord in the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by event Tenant is materially restricted from using the appropriate number of registered voters of Premises for the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional Primary Use for more than sixty (60) days from the date consecutive days, unless as a result of Sellera casualty or condemnation event covered by Sections 10 and 11 or Tenant’s written notice for the sole purpose breach of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxxthis Lease or any Legal Requirements.
(c) At Tenant’s benefit and request, Landlord will reasonably cooperate with Tenant as may be waived required for Tenant to obtain, maintain, or modify any Approvals (including cooperation in Tenant’s filing of applications and reports, as well as entering into agreements with Authorities for Incentives), or to perform its obligations under this Lease (“Cooperation Efforts”). Cooperation Efforts may include execution of documents, making appearances, and taking other actions as Tenant may reasonably request. All reasonable third-party costs incurred by Buyer at any timeLandlord in connection with its Cooperation Efforts will be reimbursed by Tenant within thirty (30) days of receipt of invoice, provided that Landlord will notify Tenant if Landlord anticipates that its third party costs will exceed $5,000.
Appears in 1 contract
Samples: Ground Lease Agreement
Contingencies. (a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this This Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s Purchaser's obligations hereunder, shall be is expressly contingent conditioned upon satisfaction within the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed period beginning with the Closing date of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date execution of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings ending on the Property, environmental, and/or flood zone conditions date which is sixty (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (9060) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement ("Inspection Period") of each and every one of the following conditions in a mariner satisfactory to Purchaser in its sole discretion:
(i) That the Property be zoned by both parties upon reasonable advance notice to Seller the City of Cincinnati, Hamixxxx Xxxnty, Ohio and/or any other governmental entity having jurisdiction over the Property for the purpose operation of conducting the non-invasive tests an office, manufacturing and studies described hereinshowroom facility, and Xxxxx all other associated improvements.
(ii) That Purchaser shall determine to its satisfaction that utilities for water service, telephone service, and electric service and/or gas service sufficient to service Purchaser's proposed use of the Property as set forth herein are installed at the property line and, in fact, are available and may be tapped into or connected into at the property line and that such utilities may be extended into the Property and that the cost of such utilities to operate the Leased Premises on a continuing basis is acceptable to Purchaser.
(iii) That Purchaser shall determine to its satisfaction that sanitary sewers sufficient to service Purchaser's proposed use of the Property as set forth herein are available at the property line or are available off the Property but may be extended to the property line, and that such sanitary sewers may be tapped into or connected into and may be extended into the Property, and that Purchaser shall acquire or determine that it can acquire such easements as may be necessary to accomplish the same.
(iv) That Purchaser obtain financing to purchase the Property on terms and conditions satisfactory to Purchaser.
(v) That Purchaser, at Purchaser's expense obtain a title exam and survey of the Property, the results of which are satisfactory to Purchaser.
(vi) That Purchaser and Seller enter a Lease in which Seller agrees to restore any damage lease back certain parts of the Property on terms and conditions set forth in the Lease, a copy of which is attached hereto as Exhibit C, simultaneously with the closing on the Property. The terms of such Lease shall include, but not be limited to the Property resulting from following:
(a) Rent shall be $2.00 per square foot per annum;
(b) Within 25 days after the conduct execution of such tests and/or studies. Xxxxx agrees to indemnify this Agreement, Seller shall inform Purchaser of its need for space in Buildings other than #10A, l0B, 11, 12, 13, 16, 17, 18, 19, 21, and hold other than 8,000 square feet of office space on the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studiesthird floor as specified by Purchaser. Seller shall have may request common access to the right to have a representative present during Xxxxx’s inspections. Prior to entry upon dock door at the Property by an agent, representative, employee, or contractor end of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amountsBuilding #8.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) Within 25 days after the Effective Date execution of this Agreement, Seller shall inform Purchaser of a proposed term for the Lease.
(vii) That Purchaser, at Purchaser's expense, inspect or cause to be inspected the “Due Diligence Period”Property and all improvements thereon, including but not limited to the structural integrity thereof, the roof, heating, ventilating, air conditioning, plumbing and electrical systems and fixtures, the results of which are satisfactory to Purchaser.
(b) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth foregoing conditions in this Paragraph 4, or if Buyer has 5 are not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If Purchaser on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to SellerInspection Period, then Purchaser shall notify Seller in writing of such condition and Seller shall have ten business days to determine whether or not Seller desires to remedy such condition(s). In the event Seller elects to remedy such condition(s), Seller shall complete such remedy within 20 business days of receiving notice from Purchaser of the unacceptable condition(s). In the event that Seller elects not to remedy the condition(s) or in the event such condition(s) is not remedied within the aforesaid 20 business day period, Purchaser shall have the option to terminate the Agreement. In the event Purchaser elects to terminate this Agreement, the earnxxx xxxey deposit shall be immediately refunded to Purchaser and thereupon this Agreement shall continue in full force be null and effect void and neither party both parties shall have any be relieved of all further rights obligation or liability hereunder. If Purchaser fails to terminate this Agreement with respect to on or before twenty-five (25) business days after the contingencies. Furthermore, if at any time prior to the expiration end of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town LawInspection Period, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may contained in this paragraph shall be waived by Buyer at any time.deemed waived
Appears in 1 contract
Contingencies. (a) Xxxxx acknowledges and agrees The parties acknowledge that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be Lease is expressly contingent upon the satisfaction following (each a “Contingency” and together the “Contingencies”):
2.6.1 Receipt by Xxxxx at its sole cost or expense and in its sole and absolute discretion Lessee of the following contingencies:
(i) The review and approval by Buyer Planning Board Site Plan Approval from the Town of any title report obtained by XxxxxAuburn;
(ii) The issuance 2.6.2 An affirmative agreement with the Town of bonds by Xxxxx Auburn Board of Selectmen approving the Tax Agreement, in the amount of the Purchase Pricea form and on terms reasonably acceptable to Lessee and Lessor;
(iii) If 2.6.3 Receipt by Xxxxxx of a duly-executed AOBC Purchase Agreement between Lessee and Auburn Water District both in a form and on terms reasonably acceptable to Lessor and Lessee;
2.6.4 Lessee entering an Interconnection Agreement with National Grid; and
2.6.5 Lessee obtaining the Buyer receives a petition signed insurance policies required herein. Lessor and filed Lessee shall cooperate in Xxxxxx's efforts to satisfy the Contingencies listed above and to take all reasonable steps to expedite same including, but not limited to, transmitting draft documents and explanatory materials furnished by the Xxxxxx, executing appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Lawdocuments after review by Xxxxxx’s counsel, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant if deemed necessary by Lessor at Lessee’s expense subject to the terms of Section 10 and conditions limitations below, authorizing entry onto the Premises by Lessee, its employees, agents, engineers, surveyors, and others for purposes related to obtaining the permits including, but not limited to, the survey of this Agreement; and
(iv) This the Premises the preparation of a site plan, the preparation of engineering studies or reports in support of the development of the Solar Facilities by Lessee, the preparation of applications and information required under the Interconnection Agreement is contingent and such other activities as may be reasonably deemed necessary by the Lessee in preparation for the construction of the Photovoltaic Facilities. Such entry shall be during normal business hours provided that none of same shall disrupt the normal operations on the BuyerProperty during the conduct of any such activities. In addition, on the Lessee shall be solely responsible to restore the Premises to its current condition following any such inspections or before ninety (90) days from tests and all of the Effective Date contractors, subcontractors or consultants shall be required by the Lessee to be insured for workmen’s compensation and to carry commercial general liability insurance in forms and amounts reasonably acceptable to Lessor. Lessee shall be responsible for any damage to person or Property which may occur as a result of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to any of these entries onto the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller lessor harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, personal injury or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amountsproperty damage.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any time.
Appears in 1 contract
Samples: Lease Agreement
Contingencies. The Parties acknowledge and agree that Xxxxxx’s ability to lawfully use the Premises is contingent upon Tenant obtaining all certificates, permits, approvals and other authorizations that may be required by any Governmental Authority in accordance with Applicable Law (a) Xxxxx acknowledges and agrees that prior to collectively, the “Governmental Approvals”). Commencing promptly following the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this AgreementDate, subject by New York Town Law Tenant will use diligent, commercially reasonable efforts to a permissive referendum vote on petitionexpeditiously obtain all Governmental Approvals. This Agreement Xxxxxxxx authorizes Tenant to file and the Buyer’s obligations hereundersubmit for Governmental Approvals, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the BuyerTenant’s sole cost and expense, conducting or having conducted provided, however, that Tenant shall not take any action that is permanently binding on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Propertyportion thereof without first obtaining Landlord’s consent, environmentalwhich shall not be unreasonably withheld, and/or flood zone conditions conditioned or delayed. Landlord shall: (“Investigation”). Seller will x) reasonably cooperate cooperate, at no cost to Landlord and in compliance with Buyer and will provide subject to Buyer Applicable Laws, with Tenant in Tenant’s efforts to obtain such additional information concerning the Property as Buyer may Governmental Approvals; (y) promptly execute and deliver any and all documents reasonably request necessary to obtain and maintain Government Approvals; and (z) take no action that would adversely affect Tenant’s ability to obtain Governmental Approvals except to the extent such information required by Applicable Laws. Prior to the Commencement Date, if: (i) any application for Governmental Approvals is readily available to and in Seller's possession rejected, conditioned, materially delayed or control. In the event any part of such Investigation does otherwise not meet Xxxxx's sole approval approved for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void; or (ii) Tenant determines, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at XxxxxTenant’s sole electionand absolute discretion, may waive that such Governmental Approvals cannot be obtained in a timely and commercially reasonable manner, then, following the occurrence of any part or all of the Investigation at any time on or before ninety events set forth in clauses (90i) days from through (iii) (collectively, the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “RepresentativeContingencies”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer Tenant shall have the right to terminate this Agreement by written notice immediately upon Notice to SellerLandlord and without penalty or further obligation to Landlord, its employees, officers, agents or lenders. If this Agreement is terminated in which event accordance with this Section 2.5, this Agreement shall automatically cease and terminatebe of no further force or effect (except as set forth to the contrary herein). If, following the Commencement Date, and through no fault of Tenant, any Governmental Approval issued to Tenant that is necessary for the Deposit shall be promptly refunded to Buyer. If on or before the expiration operation of the Due Diligence Period Buyer has satisfied Tower is canceled, expires, lapses or waived is otherwise withdrawn or terminated by the contingencies by written notice to Sellerapplicable Governmental Authority, then this Agreement shall continue in full force and effect and neither party Tenant shall have any further rights the right to terminate this Agreement with respect upon ninety (90) days’ written Notice to the contingencies. FurthermoreLandlord without penalty or further obligation to Landlord, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Lawits employees, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timeofficers, agents or lenders.
Appears in 1 contract
Samples: Cell Site Lease Agreement
Contingencies. (a) Xxxxx acknowledges and agrees that prior Provisions to the Effective Datethe Manlius Town Board contrary herein notwithstanding, performance by the Purchaser is contingent upon satisfaction of all of the following conditions:
(A) Purchaser obtaining all necessary zoning classifications and variances and the issuance of all necessary permits and approvals to allow construction and operation upon the Property of Purchaser's proposed development. Seller agrees to reasonably cooperate with and to assist Purchaser in applying for such variances, permits and approvals, but Seller shall not be required under this Agreement to grant or agree to any such variances, permits, or approvals. Seller will make available to Purchaser at no additional cost or expense to Purchaser any and all plats, maps, documents and other materials now in Seller's possession which may aid and assist Purchaser in applying for all necessary zoning and other permits subject to and pursuant to this Agreement.
(B) Purchaser satisfying itself that the Property has adopted a resolution authorizing or can be provided with, at reasonable cost of installation, storm sewer or surface drainage (including retention ponds), sanitary sewer, water, electrical, telephone and gas service in sufficient capacities and quantities to provide for the acquisition proposed development of the Property by the Purchaser. It shall be at Purchaser's sole discretion, in good faith, as to whether the Property has or can have the above utilities in sufficient capacities and quantities or whether said utilities can be provided to the Property at reasonable costs of installation.
(C) Purchaser obtaining geotechnical reports, based upon soil borings and tests, which disclose soil conditions satisfactory to Purchaser for the proposed development of the Property. Purchaser, at its sole expense, agrees to repair any damage to the Property caused by any inspections commissioned by Xxxxxxxxx and to defend, indemnify, and hold harmless Seller against any and all claims, assertions, lawsuits, costs, expenses, and liabilities (including reasonable attorneys' fees) which may arise from any actions or occurrences in connection with the performance of such inspections. However, the forgoing indemnity shall not apply with respect to any claims, damages, liabilities or expenses arising out of the mere discovery by Purchaser, any pre-existing conditions, or any acts or omissions of Seller, its agents, employees, contractors, officers or invitees. Purchaser's obligations under this paragraph shall survive any termination of this Agreement.
(D) Purchaser obtaining from appropriate authorities permission to erect and operate advertising and informational signs on the terms specified Property that comply with and are maintained in accordance with the Code of the City of Lawrence, Kansas, 2015 Ed. and amendments thereto, as Purchaser deems appropriate, the same to be to the satisfaction of Purchaser. Seller shall not be required under this Agreement to grant or agree to any advertising or informational signs on the Property.
(E) Purchaser obtaining from appropriate authorities access to the Property off X'Xxxxxxx Road and Venture Park Drive. Such access must be satisfactory to Purchaser at its sole discretion and must coincide with Purchaser's development of the Property.
(F) Purchaser obtaining, in accordance with the provisions of Section 7 of this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s Purchaser's sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property a current ALTA/ACSM boundary and Buyer’s intended use topographical surveys of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone which disclose conditions (“Investigation”)satisfactory to Purchaser for its development of the Property. Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer mayPurchaser, at Buyer's its sole optionexpense, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore repair any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees caused by any survey work commissioned by Xxxxxxxxx, and to indemnify defend, indemnify, and hold the harmless Seller harmless from against any and all liability claims, assertions, lawsuits, costs, expenses, and liabilities (including reasonable attorneys' fees) which may arise from any actions or occurrences in connection with the performance of such survey work. However, the forgoing indemnity shall not apply with respect to any claims, damages, liabilities or expenses arising from out of the mere discovery by Purchaser, any pre-existing conditions, or any acts or omissions of Seller, its entry upon agents, employees, contractors, officers or invitees.
(G) Purchaser inspecting the environmental condition of the Property prior to Closing (defined below), including the right to conduct environmental, habitat, wetlands and archeological assessments, review the Consent Order and RCRA Permit (defined in Section 6),and other studies on the Property, and finding the results of those studies acceptable to Purchaser in its sole discretion. Purchaser, at its sole expense, agrees to repair any damage to the Property caused by any inspections commissioned by Xxxxxxxxx and to defend, indemnify, and hold harmless Seller against any and all claims, assertions, lawsuits, costs, expenses, and liabilities (including reasonable attorneys' fees) which may arise from any actions or occurrences in connection with the performance of such tests inspections or assessments. However, the forgoing indemnity shall not apply with respect to any claims, damages, liabilities or expenses arising out of the mere discovery by Purchaser, any pre-existing conditions, or any acts or omissions of Seller, its agents, employees, contractors, officers or invitees. Purchaser's obligations under this paragraph shall survive any termination of this Agreement.
(H) Seller obtaining all necessary approvals for a legal subdivision of the Property from county, local and state authorities to subdivide Property in accordance with Purchaser's development plans. Any such subdivision must be conditionally effective so as to be effective only upon Closing.
(I) Seller obtaining agreements for the relocation, release, termination and/or studiesextinguishment of such utilities, rights-of-way, easements, restrictions, and proposed easements across the Property, as disclosed by the title insurance report or surveys, which in Purchaser's sole opinion, must be relocated, released, modified, terminated and/or extinguished in order to permit Purchaser to develop the Property as a manufacturing and distribution center. Purchaser may, at its sole option, and at its own expense, enter into agreements to relocate or remove any existing utilities, rights-of-way, easements, restrictions, and proposed easements to be effective after the date of Closing, but Purchaser shall not be required or obligated to do so. Seller shall have the right not be required under this Agreement to have a representative present during Xxxxx’s inspections. Prior grant or agree to entry upon the Property by an agentany utility relocations, representativereleases, employeeterminations, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amountsextinguishments.
(cJ) Xxxxxx agrees Purchaser securing from all applicable governmental entities incentive agreements or commitments in such amounts and terms acceptable to cooperate Purchaser in all reasonable respectsPurchaser's sole discretion and opinion as deemed necessary by Purchaser for the viability of its proposed development.
(K) The Parties executing, at or prior to Closing, a "Development Agreement" establishing, among other things, minimum elements and requirements for Purchaser's use and operation of the Property post-Closing, the availability of public incentives, and at no cost the requirements of Purchaser in order to Sellerbe eligible for such incentives. Seller shall not be required under this Agreement to grant or agree to any governmental approvals, with Xxxxx in assisting Buyer to satisfy incentives, or the Development Agreement. Further, such Development Agreement shall: (i) identify the Parties' respective infrastructure construction obligations; and (ii) memorialize any utility service agreements required for Purchaser's intended development of the Property. The contingencies enumerated above contingencies. Buyer shall have an initial period are for Purchaser's benefit only and the non-occurrence of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration a state of such period Buyer notifies Seller in writing that it is unable facts sufficient to satisfy any of the contingencies set forth in this Paragraph 4, above may not be used or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 pleaded by written notice to Seller prior as a defense to the expiration enforceability of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timeAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Contingencies. (a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on upon the following events, if any: Sections 8, 10, 13 and 14 herein, and, Seller’s receipt and approval of the Environmental Assessment at a minimum in conformance with Seller’s Minimum Sampling Requirements, attached hereto as Exhibit B. Seller’s receipt and approval of Buyer, on or before ninety (90) days ’s Soil Management Plan and Capping Plan as outlined in Exhibit B. Seller filing application for being successful in acquiring authority from the Effective Date of this Agreement Surface Transportation Board (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”STB) to satisfy all contingencies. If at any time prior abandon railroad operations over the premises; Buyer must file a Notice Of Interim Trail Use (XXXX) with the STB and shall pay the cost thereof estimated to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of be $50,000, but should the contingencies set forth in this Paragraph 4cost exceed $50,000, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer Town shall have the right to terminate this Agreement by written notice and to return of the Deposit; Buyer shall have received approval from the Maryland Department of the Environment (“MDE”) as an Inculpable Person pursuant to Md. Code Xxx., Environment §7-505; Buyer shall have submitted an application for participation in the Maryland Voluntary Cleanup Program (“VCP”) and MDE shall only have requested additional sampling pursuant to the VCP which is reasonably acceptable to Buyer and Seller, and Buyer shall have completed such sampling; The results of additional environmental testing requested by MDE as provided in which event this Agreement Section 5.1(g) shall automatically cease and terminatenot require material change from the Buyer's current Capping Plan such as a change requiring removal of soils. If such results require material changes, and the Deposit Town shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights entitled to terminate this Agreement with respect and shall be entitled to the contingencies. Furthermore, if at any time prior to the expiration return of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed Deposit; MDE shall have approved the Capping Plan; and filed by The Town shall have obtained grant money for the appropriate number of registered voters entirety of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timePurchase Price.
Appears in 1 contract
Samples: Purchase Sale Agreement
Contingencies. For a period of thirty (a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (9030) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter commencing upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Inspection Period”), Purchaser’s obligations under this Agreement shall be subject to and conditioned and contingent upon the following:
A. Purchaser’s and Purchaser’s agent’s right to (i) inspect or cause to satisfy be inspected all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any aspects of the contingencies set forth physical and environmental condition of the Subject Premises; (ii) review and approve the due diligence materials identified on Exhibit “C”; (iii) determine whether the Properties are comprised of one tax parcel, separate and distinct from any other tax parcel; (iv) determine whether the Properties comply with all applicable zoning and land use requirements, restrictions and entitlements including applicable building codes and ordinances and obtain a zoning compliance letter from the applicable governmental agency; and (v) obtain certificates of tax compliance or equivalent type form from the applicable governmental agencies to the extent necessary to protect Purchaser from having successor liability for unpaid state and/or local taxes or other liabilities. Purchaser shall contact Seller’s representative, Axxxx Xxxxxxx (axxxxxxx@xxxxxxxx.xxx), to coordinate Purchaser’s inspections of the Subject Premises. Seller agrees to provide access to Purchaser and/or Purchaser’s agents, representatives, at reasonable times and upon reasonable prior notice, to physically inspect the Subject Premises. Purchaser shall use due care in performing its inspections to avoid interfering with any business operations on the Subject Premises and coordinate with Seller any entry upon the Subject Premises by Purchaser and/or Purchaser’s agents and representatives. Upon the written request of Seller, Purchaser shall provide evidence of commercial general liability insurance as a condition to Purchaser’s entry upon the Subject Premises. Purchaser shall restore any damage to the Subject Premises caused as a result of entry upon the Subject Premises by Pxxxxxxxx and/or Purchaser’s agents and representatives. Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all cost, loss, damage, expense and/or claims occurring upon the Subject Premises as a direct result of Purchaser’s entry upon and testing of the Subject Premises, provided that Purchaser shall not be liable or responsible for any liability arising from the discovery of any environmental condition or contamination affecting the Subject Premises, except to the extent that Purchaser exacerbates such existing condition. Purchaser’s obligations under this Paragraph 4Section 7.A. shall survive any termination of this Agreement.
B. If Purchaser, or if Buyer has not satisfied or waived all as a result of its inspections, identifies an issue that would have a Material Adverse Effect on Purchaser’s ability to utilize the contingencies set forth in Properties for the Intended Use, Purchaser may terminate this Paragraph 4 Agreement by giving written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration date of the Due Diligence Period Buyer has satisfied or waived the contingencies Inspection Period. Upon giving notice of such termination, any funds deposited by written notice Purchaser with Escrow Agent shall be returned to SellerPurchaser and Seller and Purchaser shall be relieved of any and all liability hereunder, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timeexcept as provided herein.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Lazydays Holdings, Inc.)
Contingencies. (a) Xxxxx acknowledges It is specifically understood and agrees agreed that prior this Lease is subject to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion each of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms contingencies and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the hereinafter individually “Investigatory Date”) Contingency” and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (collectively “InvestigationContingencies”). Seller will reasonably cooperate with Buyer , any and will provide to Buyer such additional information concerning the Property as Buyer all of which may reasonably request be waived in whole, or in part, by Lessee, and to the extent such information a Contingency is readily available to and in Seller's possession or control. In within the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all exclusive control of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described hereinLessee, and Xxxxx Lessee agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from use its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer best efforts to satisfy said Contingency. If any of the above contingencies. Buyer shall following Contingencies have an initial period of ninety not been satisfied by Lessor or Lessee (90as applicable) or waived by Lessee within two hundred ten (210) days after the Effective Date (the “Due Diligence Contingency Period”) ), then, thereafter, either party may elect to satisfy all contingencies. If at any time prior to expiration terminate this Lease by providing written notice of such period Buyer notifies Seller in writing that it termination to the other party, provided, however, such election is unable to satisfy any made within thirty (30) days of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Contingency Period. In the event of termination as aforesaid, Buyer there shall have be no further liability or obligations on part of either party to the right to terminate other under this Agreement by written notice to SellerLease. The aforesaid Contingencies are as follows:
(a) That Lessee, in which event this Agreement shall automatically cease at Lessee’s expense, obtain all applicable permits and terminateapprovals under the zoning and building regulations, development ordinances, subdivision ordinances, codes, statutes, laws and directive of the Village of Malvern, County of Xxxxxxx, the State of Ohio, and all other authorities having jurisdiction (hereinafter “Governmental Approvals”), that will allow the Deposit shall be promptly refunded Lessee to Buyer. If on or before obtain all of its permits to proceed with the expiration development, use and occupancy of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in Demised Premises for a full force and effect and neither party shall have any further rights to terminate this Agreement with respect service bank branch.
(b) That Lessor obtains highway occupancy approval(s) for access to the contingencies. FurthermoreDemised Premises in the location as substantially depicted on the attached Exhibit “A” and any off-site traffic improvements required by such approvals are financially acceptable to Lessee;
(c) That Lessor confirm that all public, if at any time prior quasi-public or private utilities for water, sewer, telephone, gas, and electric are available (as to capacity and availability) to the expiration Demised Premises and that any extension or relocation of the Due Diligence Period Buyer notifies Seller in writing utilities that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timerequired are financially acceptable to Lessee.
Appears in 1 contract
Contingencies. (a) Xxxxx acknowledges and agrees that prior It is a condition precedent to Buyer's obligation to close the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition purchase of the Property pursuant to Section 91 this Contract that each of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with following contingencies must be satisfied:
(a) final approval from the Closing City of Raleigh of Buyer's master plan for the development of the Property pursuant with such plan to be approved by mutual agreement of Buyer and Seller prior to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use end of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”)Feasibility Period. Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respectswith Buyer, and at no cost to Seller, with Xxxxx in assisting Buyer's efforts to obtain approval of the modified plan, including, without limitation, executing any documents required by the City of Raleigh to be signed by the owner of the Property;
(b) final approval from the City of Raleigh of Buyer's site plan for Phase I of the project, such Phase to be designated by mutual agreement of Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time and Seller prior to expiration Closing;
(c) final approval from all necessary governmental entities for the construction of such period a golf course on a portion of the Property;
(d) final approval by all appropriate 8overnmental entities of Buyer's plan to provide sanitary sewer service as required to service the entire development;
(e) final approval by all appropriate governmental entities of Buyer's plan to provide a water distribution system to service the entire development;
(f) final approval of all appropriate governmental entities of Buyer's plan to provide a storm water discharge system to service the entire development;
(g) approval of all appropriate private and governmental entities of Buyer's plan to provide underground telephone, cable television, electric power and, if applicable, natural gas to service the entire development;
(h) Buyers receipt of financing for its entire plan of development at a rate of not more than the prime rate of interest charged by Central Carolina Bank and Trust Company plus one percent (1%); and
(i) No moratorium or limitation has been imposed by any governmental entity with jurisdiction over the Property regarding development of the Property, provision of sanitary sewer or water service to the Property, or issuance of building permits or certificates of occupancy, nor has any governmental entity imposed new or additional fees not in existence as of the date of this Contract which, in the opinion of the Buyer, adversely impact Buyer's proposed development of the Property. If, Buyer notifies Seller in writing that it is unable unable, despite its good faith efforts, to satisfy any of have the contingencies set forth in this Paragraph 4subparagraphs (a) through (h) satisfied on or before July 31, 1999, or if there exists on July 31, 1999, a moratorium or limitation in contravention of Paragraph 8(1) hereof, Buyer has not satisfied may, at its option: (i) waive in writing any unsatisfied contingency and close the purchase of the Property; (ii) terminate this Contract with all eaxxxxx xoney being paid to Seller; or waived all (iii) extend the contingencies set forth Closing date by up to three (3) one-month consecutive periods to allow Buyer additional time to satisfy the contingencies, provided, that, each time, Buyer must notify Seller in this Paragraph 4 by written notice writing of Buyer's need to Seller extend prior to July 21, 1999 or the expiration of the Due Diligence Periodprevious expiration period as the case may be, and with each such written 1-month extension notice, Buyer shall pay directly to Seller a nonrefundable extension fee of $76,562.00 which extension fee shall belong to Seller. Each extension fee paid shall apply toward the purchase price. If after the extensions, the contingencies still have not been completed or met, then Buyer may either: (i) waive in writing any unsatisfied contingency and close the right to purchase of the Property; or (ii) terminate this Agreement by written notice to SellerContract, in which event this Agreement shall automatically cease with Seller keeping all eaxxxxx xoney and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timeextension monies previously paid.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Diversified Resources Group Inc)
Contingencies. Purchaser’s obligations to purchase the Property shall be contingent upon satisfaction of the following contingencies (unless Purchaser waives in writing all unsatisfied contingencies), and Purchaser may terminate this Agreement at any time prior to Closing (up to and including the Closing Date) by written notice to Seller if any contingency is unsatisfied:
(a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the BuyerPurchaser’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition survey obtained under Section 3 as acceptable in Purchaser’s good faith discretion.
(b) Purchaser’s approval of title to the Property pursuant to Section 91 of the New York Town Law3 as acceptable in Purchaser’s good faith discretion. Purchaser need not object to any lien, that any such election lease, or other matter which Seller is taken and sufficient votes are obtained approving Buyer obligated to proceed with the remove at Closing of the Property pursuant to the under other terms and conditions of this Agreement; and.
(ivc) This Agreement is contingent on the BuyerReceipt by Purchaser, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the BuyerPurchaser’s sole cost and expense, conducting of an inspection report or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for reports showing the condition of the Property or any buildings on to be satisfactory in Purchaser’s good faith discretion, and covering the Propertysoundness of the soil, environmentalstructure, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer environmental matters, availability of utilities and will provide to Buyer access, and such additional information concerning the Property other matters as Buyer Purchaser may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Daterequire.
(bd) Xxxxx Seller shall have the right to enter complied with Seller’s obligations under this Agreement in all material respects.
(e) Purchaser selling and closing upon the Property sale of its facility located at 0000 Xxxxxx Xxxxxx, Cincinnati, Ohio 45209.
(f) The Purchaser obtaining a loan commitment from a lender at current prevailing market rates and after the execution terms and funding of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests such loan.
(g) The Purchaser finding and studies described herein, and Xxxxx agrees to restore any damage obtaining land near or adjacent to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amountsfor additional parking.
(ch) Xxxxxx agrees to cooperate in all reasonable respectsThe Purchaser obtaining acceptable incentives from Ohio, Xxxxxxxx County, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy Woodlawn for relocating its business operations on the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingenciesproperty. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any contingencies are not satisfied, or will not be satisfied, as of the contingencies set forth in this Paragraph 4Closing Date, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to Purchaser may terminate this Agreement by written notice to Seller, Seller in which event this Agreement shall automatically cease writing and terminate, and receive the Deposit shall be promptly refunded to Buyer. If on or before the expiration return of the Due Diligence Xxxxxxx Money. Notwithstanding the foregoing, Purchaser shall satisfy itself or waive the contingencies in (a) - (c) above within the Inspection Period Buyer has as contemplated by Section 3 of this Agreement. Thereafter, contingencies (a) - (c) will be deemed modified so that only a change in such matters between the date each contingency is satisfied or waived and the contingencies by written notice to SellerClosing, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of or Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may failure to actually cure an identified objectionable matter shall be waived by Buyer at any timea contingency to Closing.
Appears in 1 contract
Contingencies. 5.1. From the Effective Date through and including the thirtieth (30th) day after the same ("the Inspection Period"), Purchaser may conduct, at Purchaser's expense, an investigation of the Property in order to determine that same is in all respects satisfactory to Purchaser in its sole discretion. During the Inspection Period, Purchaser's investigation may also include, but not be limited to, an examination of: (i) the quality of the soil and groundwater on or beneath the Property including the performance of percolation tests and borings, (ii) surveys, architectural, engineering, subdivision, access and financial matters, market analysis, development and market feasibility studies or such other studies as Purchaser, in its sole discretion, determines is necessary or desirable in connection with the Property and may inspect the physical and financial conditions of the Property, including, but not limited to, any service contracts, leases, engineering and environmental reports, development approval agreements, permits and approvals, which inspection shall be satisfactory to Purchaser in its sole discretion; (iii) the existence of any storage tanks on, beneath or within the Property; and (iv) the nature and extent of wetlands, floodplains, steep slopes or other environmentally sensitive areas on the Property. Purchaser's ability to conduct any sampling during the Inspection Period is specifically conditioned upon the following: (a) Xxxxx acknowledges Purchaser provides Seller with a sampling plan before engaging in any sampling, (b) Seller approves the sampling plan which approval will not be unreasonably withheld or delayed, and agrees (c) Purchaser provides Seller with an opportunity to split samples and reasonable prior notice of any sampling proposed so that Seller may have a representative of Seller present at the sampling. Purchaser's ability to enter the Property for any purposes prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent Closing is specifically conditioned upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
following: (ia) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Purchaser hereby agrees that any such election is taken and sufficient votes are obtained approving Buyer to proceed entry onto the Property shall not materially interfere with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for Premises by Seller and Purchaser agrees to restore the condition of the Property as near as reasonably possible to that existing prior to such entry and inspections and agrees to repair any damage caused as a result of such entry and/or inspections, and (b) Purchaser further agrees and acknowledges that Purchaser shall keep the results of all its inspections and any written material provided to it by or on behalf of Seller in strict confidence and shall not disclose any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide aspect thereof to Buyer such additional information concerning the Property as Buyer may reasonably request any third party other than to the extent those persons who are employees of Purchaser or consultants retained by Purchaser or have a need to know such information is readily available in order to perform necessary work in connection with said purchase; provided, however, that Purchaser shall advise such persons of the aforementioned confidentiality restrictions and in Seller's possession or control. In obtain their agreement to abide by the event any part of same unless such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, disclosure shall occur after the Closing in which event neither party the confidentiality restrictions shall have any further rightsno longer apply. Notwithstanding the above, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx Purchaser shall have the right to enter upon the Property from and after the execution disclose any information which is discovered as a result of this Agreement Purchaser's due diligence or which is provided to Purchaser by both parties upon reasonable advance notice or on behalf of Seller if such disclosure is specifically required to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees be made by Purchaser pursuant to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amountslaw.
1. The thirtieth (c30th) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days day after the Effective Date (shall be the “Due Diligence Period”) "Inspection Termination Date." Time shall be of the essence as to satisfy all contingenciesthis thirty day period and the Inspection Termination Date. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration Inspection Termination Date, Purchaser determines, in its sole discretion, that the results of the Due Diligence Periodany investigation, Buyer examination, tests, borings, inspection or study are in any way unsatisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement by written notice in writing to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If Seller provided on or before the expiration Inspection Termination Date and given in accordance with Section 24. Upon such timely given notice of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Sellertermination, then this Agreement shall continue be deemed terminated the Deposit and all interest earned thereon shall be promptly returned to Purchaser and promptly thereafter Purchaser shall deliver to Seller all copies of the Reports, as hereinafter defined,. If Purchaser does not give notice of termination as provided herein, then its right to terminate under this Section 5 for any matter disclosed or which could have been disclosed by its inspections shall expire at 11:59 p.m. on the Inspection Termination Date.
5.2. During the Inspection Period, Seller shall, upon Purchaser's request, provide Purchaser and Purchaser's representatives with access to the Property at reasonable times, during Seller's business hours and in full force a manner so as not to disrupt Seller's business at the Property, in order to perform such inspections of the Property relating to: (i) such studies, tests, borings, investigations and effect inspections described in Section 5.1; (ii) the structural integrity of the building(s) on the Property; (iii) the mechanical, engineering and neither party HVAC systems associated with the building(s) on the Property; and (iv) such other inspections and investigations of zoning, violations and searches as Purchaser in its discretion deems necessary or desirable to determine whether it will purchase the Property. Seller shall cooperate with Purchaser in facilitating its due diligence of the Property and shall obtain, and use commercially reasonable efforts to obtain and provide, any consents that may be necessary in order for Purchaser to perform the same. Notwithstanding the foregoing, Purchaser shall be obligated to obtain any permits or approvals from Governmental Authorities, if the same are required due to the nature of Purchaser's investigation. In addition, Seller will (a) deliver to Purchaser, promptly after request, copies of the "Final Report Phase I Environmental Assessment of Agfa Division, Miles, Inc. Xxx Xxxxxxx Xxxx Xxxxxxxxxx, Xxx Xxxx" prepared by Xxxxx and Xxx Environmental Services, Inc. (the "Phase I Report"), (b) deliver or make available to Purchaser any Environmental Documents, as hereinafter defined, in the actual possession or control of Seller and (c) respond to reasonable inquiries from Purchaser relating to the Property. In the event any additional materials relating to the environmental condition of the Property come within Seller's possession or control after the date of this Agreement, Seller shall promptly submit complete copies of same to Purchaser. Purchaser acknowledges that, with respect to Seller's delivery of the aforementioned report and any other documentation provided or made available to Purchaser, Seller is not warranting nor representing as to the accuracy or completeness of the information contained therein nor as to Purchaser's ability to rely upon the accuracy or completeness of the same. As hereinbefore stated, Purchaser shall have a period of thirty (30) days from the Effective Date in order to conduct all of the inspections and/or investigations which it desires in accordance with this paragraph 5.2. Such right of inspection and the exercise of such right shall not constitute a waiver by Purchaser of the breach of any further rights representation, warranty, covenant or agreement of Seller as specifically set forth elsewhere in this Agreement. Time shall be of the essence as to this thirty (30) day period and the Inspection Termination Date. If prior to the Inspection Termination Date, Purchaser determines that the results of the inspections referenced herein are in any way unsatisfactory to Purchaser in its sole discretion, then Purchaser shall have the right to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller by notice in writing that Xxxxx has received a petition signed to Seller provided on or before the Inspection Termination Date and filed given in accordance with Section 24, which notice shall be followed promptly by Purchaser's delivery to Seller of copies of all Reports and Purchaser shall also promptly return to Seller all Environmental Documents provided by Seller to Purchaser. Upon such timely given notice of termination, this Agreement shall be deemed terminated and the appropriate number Deposit and all interest earned thereon shall be returned to Purchaser and this Agreement shall be null and void and the parties hereto shall be relieved of registered voters all further obligations hereunder except as otherwise provided herein. If Purchaser does not give notice of the Buyer requiring that a special election be held termination as provided herein, then its right to terminate pursuant to this Section 5 for any reason or for any matter disclosed or which could have been disclosed by its inspection shall expire at 11:59 p.m. on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timeInspection Termination Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mack Cali Realty Corp)
Contingencies. (a) Xxxxx acknowledges and agrees that prior A. Notwithstanding any other provision in this Agreement to the Effective Datethe Manlius Town Board has adopted a resolution authorizing contrary, the acquisition parties agree that the purchase of the Property on the terms specified in this Agreement, is subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election , which must be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and Xxxxx agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.
(c) Xxxxxx agrees to cooperate in all reasonable respects, and at no cost to Seller, with Xxxxx in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied accepted or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period or the Approvals Period (where applicable) as those terms are hereafter defined,:
(1) Title to the Property shall be acceptable to the Buyer, in its sole discretion;
(2) The Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of right during the Due Diligence Period to conduct such tests, surveys, examinations, and other studies which the Buyer notifies Seller desires to conduct at the Buyer’s expense. The results of the same shall be satisfactory to the Buyer in writing its sole discretion;
(3) The Buyer’s review of the Deliverables (as defined herein) to the satisfaction of Buyer in its sole discretion.
(4) The Buyer has obtained approval from the City of Xxxxx (the “City”) to rezone the Property for the Buyer’s intended use;
(5) The Buyer has obtained approval from the City of the Buyer’s preliminary plat of the Property;
(6) The Buyer has obtained any required engineer’s permits or necessary watershed district approvals;
(7) The Buyer has obtained any utility or transportation permits or easements from the City or Dakota County (the County”) that Xxxxx has received a petition signed and filed are deemed necessary by the appropriate number Buyer or a governmental authority for the Buyer’s project; and
(8) Passage of registered voters special legislation that would allow the Seller to deposit proceeds from the sale of various closed facilities under the Buyer requiring Seller’s Open Facilities Action Plan, including the Property, into the Seller’s unrestricted general fund (the “Special Legislation”); provided that a special election be held on the approval of Seller may, in its sole discretion, proceed with the acquisition of sale the Property pursuant to Section 91 of in accordance with the New York Town Law, Seller has the sole discretion to extend terms hereof.
B. During the Due Diligence Period as defined by an additional sixty (60) days from Section 7, the date of Seller’s Buyer may, by giving written notice to the Seller, either:
(1) Terminate this Agreement for the sole purpose of holding such special election any reason; or
(2) Waive any contingencies listed above and obtaining the necessary voters’ approval. It is understood that the contingencies proceed to Closing, unless Buyer elects to terminate as set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any timein this Agreement, including, without limitation, pursuant to Section 8 .
Appears in 1 contract
Samples: Purchase Agreement
Contingencies. (a) Xxxxx acknowledges and agrees that prior to the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and the Buyer’s obligations hereunder, shall be expressly contingent upon the satisfaction by Xxxxx at its sole cost or expense and in its sole and absolute discretion of the following contingencies:
(i) The review and approval by Buyer of any title report obtained by Xxxxx;
(ii) The issuance of bonds by Xxxxx in the amount of the Purchase Price;
(iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, that any such election is taken and sufficient votes are obtained approving Buyer to proceed 9.1 Beginning with the Closing date of the Property pursuant to the terms and conditions of this Agreement; and
(iv) This Agreement is contingent on the Buyer, on or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the condition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as Buyer may reasonably request to the extent such information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet Xxxxx's sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and void by providing written notice of such to Seller by the Investigatory Date, then Buyer shall automatically be deemed to have waived any and all rights Buyer may have pursuant to this subparagraph (iv). Xxxxx, at Xxxxx’s sole election, may waive any part or all of the Investigation at any time on or before ninety (90) days from the Investigatory Date.
(b) Xxxxx shall have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice and until 5:00 p.m. on October 30, 1996, "the Study Period") Buyer shall have the opportunity to do the following:
(a) Enter the Property and make any engineering and soil boring tests or any other tests or surveys relating to the Property, at Buyer's cost, provided Seller for is notified in writing a minimum of forty-eight (48) hours prior to such tests or surveys. Such tests shall not interfere with Seller's current use of the purpose Property or the adjacent areas, shall not necessitate the closing of conducting any access route to the non-invasive tests and studies described hereinProperty, and Xxxxx shall not violate any law of any governmental unit having jurisdiction over the property. Upon the completion of such tests, if any, Buyer shall restore the Property to its former condition. Buyer agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. Xxxxx agrees to indemnify and hold the Seller harmless from any claims of injury to person or property asserted by third parties arising out of the tests referred to above for a period of up to one (1) year after the date of Settlement or one (1) year after the date of termination of this Agreement, as the case may be;
(b) Conduct such economic studies it deems appropriate regarding the feasibility of the construction and/or operation of the building contemplated hereunder, to and all liability arising from its entry upon the Property including, but not limited to conduct such tests and/or studies. Seller shall have the right to have a representative present during Xxxxx’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts.storm water management;
(c) Xxxxxx agrees Verify the zoning applicable to cooperate in all reasonable respectsthe Property; determine if there are any further zoning or land use approvals to be obtained which are necessary for Buyer's contemplated use and development of the Property, and ascertain the size and scope of the development permitted by such zoning;
(d) Investigate the availability of water, sewer, electricity, telephone and all other utilities to serve the Property;
(e) Examine title and Survey relating to the Property;
(f) Perform environmental assessments as deemed necessary or appropriate.
9.2 As a result of the determinations made by Buyer under paragraphs 9.1
(a) through (f) above, Buyer may decide, In its sole, absolute and nonreviewable discretion, that it is not feasible, practical, or advisable to purchase the Property and construct the building contemplated hereunder, in which event Buyer may terminate this Agreement by notice in writing to Seller, provided such notice is given not later than the expiration date of the Study Period. In the event of such termination, the Deposit and all interest accrued thereon, and the Extension Fee, If paid, paid hereunder shall be returned to Buyer, and Buyer shall, upon demand by Seller, to the extent permitted by the applicable third party, assign to Seller, without representation or warranty as to the accuracy, validity or correctness of the content, to Seller all plats, surveys, and soil tests, which have been prepared for Buyer and which were obtained by it for use in development of the Property, free and clear of all liens or claims for payment, all at no cost to Seller.
9.3 Should Buyer, with Xxxxx in assisting Buyer to satisfy after conducting the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies studies set forth in paragraph 9.1, decide to proceed under the terms of this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence PeriodAgreement, Buyer shall have the right to terminate throughout the term of this Agreement to enter any portion of the Property (as shown on Exhibit A) for the purpose of conducting such additional engineering and soil boring test or surveys as it deems necessary, provided Seller is notified in writing a minimum of forty-eight (48) hours prior to such tests or surveys, all at its costs. Upon completion of such tests, Buyer shall restore the Property to as close to its former condition as is reasonably practicable. Buyer agrees to hold the Seller harmless from any claims of injury to person or property asserted by third parties arising out of such tests for a period of up to one (1) year after the date of Settlement or one (1) year after the date of termination of this Agreement, as the case may be.
9.4 Upon reasonable prior written notice delivered to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if Seller at any time prior after the Effective Date hereof, Seller shall, to the expiration of extent in Seller's possession, make available for the Due Diligence Period Buyer notifies Seller in writing that Xxxxx has received a petition signed Buyer's review at either the Seller's or its Managing Agent's offices, all information, records and filed by documentation concerning the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition ownership and condition of the Property pursuant in the possession of Seller or Seller's representatives including, plans, surveys, specifications, soil tests, service contracts, government permits and approvals, environmental matters, engineering reports, environmental reports, and title policies or abstracts, if any, with regard to Section 91 of the New York Town Lawall matters described above. The Buyer will hold in strict confidence all documents, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days data and information obtained from the date of Seller and if the Settlement does not occur, will return the same to Seller’s written notice for the sole purpose of holding such special election and obtaining the necessary voters’ approval. It is understood that the contingencies set forth herein are for Xxxxx’s benefit and may be waived by Buyer at any time.
Appears in 1 contract
Samples: Sale Agreement (Standish Care Co)
