Common use of Contingency Matters Clause in Contracts

Contingency Matters. Buyer shall have until 5:00 p.m. on the ------------------- date which is forty-five (45) days following the Opening of Escrow (such period of time to be referred to herein as the "Contingency Period") to satisfy itself, in Buyer's sole and absolute discretion, as to all aspects of the Property and its condition and suitability for Buyer's intended use thereof, including, without limitation, the status of title to the Property and the matters shown on the Preliminary Title Report (as hereinafter defined), matters shown on a survey of the Property (if Buyer so elects, at its cost, to obtain a survey of the Property), the zoning for the Property, the physical condition of the Property and the availability of all permits, licenses, variances and the like necessary for Buyer's intended use of the Property and Buyer's ability to obtain financing for its acquisition of the Property. During the term of the Escrow, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property, at reasonable times during ordinary business hours following not less than twenty-four (24) hours prior notice to Seller, to make such inspections, surveys and tests as are commercially reasonable and appropriate considering the nature and intended use of the Property such as soils tests, hazardous waste analysis, geological and/or engineering studies and land use or related studies; provided, however, that if Buyer proposes to perform any soil, geological or environmental tests or studies which involve drilling, boring or other similar intrusive or invasive action on or under the Property, then Buyer shall obtain Seller's written consent prior to performing any such tests or studies, which consent Seller may withhold in Seller's sole, absolute and subjective discretion. Buyer shall use care and consideration in connection with any of its inspections or tests and Seller shall have the right to be present during any inspection of the Property by Buyer or its agents or to control the performance of such tests or studies at Seller's election. Buyer shall restore the Property to its original condition after any and all tests and/or inspections.

Contingency Matters. Buyer shall have until 5:00 p.m. 5:00p.m. Pacific Time on the ------------------- date which is forty-five twenty (4520) days following the Opening of Escrow Effective Date (such period of time to be referred to herein as the "Contingency Period") to satisfy itself, in Buyer's sole and absolute reasonable discretion, as to the matters set forth below in this Section 7.1.1. The Contingency Period is subject to extension only as provided in Section 13.2 below: 7.1.1.1 Buyer's Review of the Property and Related Matters. Buyer shall be satisfied with all aspects of the Property and its condition and suitability for Buyer's intended use thereof, including, without limitation, the status of title to the Property and the matters shown on the Preliminary Title Report (as hereinafter defined), matters shown on a survey of the Property (if Buyer so elects, at its cost, to obtain a survey of the Property), the zoning for the Property, the physical condition of the Property Land and the Building and the availability of all permits, licenses, variances and the like necessary for Buyer's intended use of the Property and Buyer's ability to obtain financing for its acquisition of the Property. During the term of the EscrowContingency Period, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property, at reasonable times during ordinary business hours following not less than twenty-four (24) hours prior reasonable advance notice to Seller, to make such inspections, surveys and tests as are commercially reasonable and appropriate considering the nature and intended use of the Property such as soils tests, hazardous waste analysis, geological and/or engineering studies and land use or geological, engineering, and related studies; provided, however, that if . If Buyer proposes to perform any soil, geological or environmental tests or studies which involve drilling, boring or other similar intrusive or invasive action on or under the Property, then Buyer shall obtain Seller's written consent prior to performing any such tests or studies, which consent Seller may withhold in Seller's sole, absolute and subjective discretion. Buyer shall use care and consideration in connection with any of its inspections or tests and Seller shall have the right to be present during any inspection of the Property by Buyer or its agents or and to control the performance of such tests or studies at Seller's election. Buyer shall restore the Property to its original condition after any and all tests and/or inspections. Buyer agrees to indemnify, protect, defend (with counsel chosen by Seller) and hold Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys' fees, mechanic's liens, or expenses of any kind or nature whatsoever, arising out of or resulting from (i) any entry or activities upon the Property by Buyer or by Buyer's employees, agents, contractors and/or subcontractors or (ii) the exercise of any of Buyer's rights under this agreement. 1.1.1. The indemnity and insurance obligations of Buyer set forth in this Section 7.1.1.1 shall survive any termination of this Agreement.

Contingency Matters. Buyer shall have until 5:00 5 p.m. Pacific Time on the ------------------- date which is forty-five day before the Farm Closing Date (45currently anticipated to be August 7, 2015) days following the Opening of Escrow (such period of time to shall be referred to herein as the "“Contingency Period"”) to satisfy itself, in Buyer's sole ’s sole, absolute and absolute subjective discretion, as to the following matters: (A) Buyer’s Review of the Farm Title Related Matters. Buyer shall be satisfied with all aspects of the Property Farm and its condition and suitability for Buyer's ’s intended use thereof, including, including without limitation, the status of title to the Property form and the matters shown on the Preliminary Title Report (as hereinafter defined), matters shown on a survey substance of the Property (if Buyer so elects, at its cost, title insurance policy to obtain a survey of be issued in connection with the Property)Farm Closing, the zoning for the Property, the physical condition of the Property and the availability of all permits, licenses, variances and the like necessary for Buyer's ’s intended use of thereof. Subject to the Property and Buyer's ability to obtain financing for its acquisition of the Property. During immediately following paragraph, during the term of the this Escrow, Buyer, Buyer and its agents, contractors and subcontractors agents shall have the right to enter upon the PropertyFarm (Seller shall secure from Southwest permission to enter upon the Farm for this purpose), at reasonable times during ordinary business hours following not less than twenty-four (24) hours prior notice to Seller, and to make such inspections, surveys and tests as are commercially reasonable and appropriate considering the nature and intended use of the Property such as soils tests, hazardous waste analysis, geological and/or engineering studies and land use or related studies; provided, however, that if Buyer proposes to perform any soil, geological or environmental tests or studies which involve drilling, boring or other similar intrusive or invasive action on or under the Property, then Buyer shall obtain Seller's written consent prior to performing any such tests or studies, which consent Seller may withhold be necessary in Seller's sole, absolute and subjective Buyer’s discretion. Buyer shall use care and consideration in connection with any of its inspections or tests and tests. (B) Seller Financing Prior to the end of the Contingency Period, Seller shall have caused Southwest to remove Section 9(a)(xiii) from the right promissory note representing the Seller Financing (as defined below) and Section 6.1(k) of the deed of trust securing the Seller Financing. If, during the Contingency Period, Buyer determines that it is dissatisfied, in Buyer’s sole, absolute and subjective discretion, with any aspects of the Farm, or its condition or suitability for Buyer’s intended use (including without limitation, the form and substance of the title insurance policy to be present during any inspection issued in connection with the Farm Closing) or Seller has failed to comply with Section 5(a)(i)(B) hereof, then Buyer may terminate this Agreement and the Interest Escrow by delivering written notice of termination to Seller before the expiration of the Property by Contingency Period, in which event (i) this Agreement and the Interest Escrow created pursuant hereto shall terminate and be of no further force or effect (except for the Surviving Obligations, which shall survive any such termination), Unless Buyer or its agents or delivers affirmative written notice to control Seller prior to the performance expiration of such tests or studies at Seller's election. the Contingency Period electing to terminate this Agreement, Buyer shall restore be deemed to have elected to waive its termination rights set forth in this Section 5(a) effective as of the Property to its original condition after any and all tests and/or inspectionsexpiration of the Contingency Period.

Contingency Matters. Buyer shall have until 5:00 5 p.m. on the ------------------- date which is forty-five (45) days following the Opening of Escrow May 28, 1998 (such period of time to shall be referred to herein as the "Contingency Period") to satisfy itself, in Buyer's sole sole, absolute and absolute subjective discretion, as to the following matters: (A) Buyer's Review of the Property and Related Matters. Buyer shall be satisfied with all aspects of the Property and its condition and suitability for Buyer's intended use thereof, including, without limitation, the status of title to the Property and the matters shown on the Preliminary Title Report (as hereinafter defined), matters shown on a survey of the Property (if Buyer so elects, at its cost, to obtain a survey of the Property), the zoning for the Property, the physical condition of the Property each Project and the availability of all permits, licenses, variances and the like necessary for Buyer's intended use of the Property and Buyer's ability to obtain financing for its acquisition of the Propertyeach Project. During the term of the this Escrow, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property, at reasonable times during ordinary business hours following not less than twenty-four (24) hours prior notice to Seller, to make such inspections, surveys and tests as are commercially reasonable may be necessary in Buyer's discretion (provided, however, that, although Buyer retains the right to conduct further roof inspections, Buyer acknowledges Buyer has previously conducted roof inspections and appropriate considering hereby waives any contingency regarding the nature and intended use of roofs at the Property such as Property), including, without limitation, soils tests, hazardous toxic waste analysis, geological and/or engineering studies and land use or related studies; provided, however, that if Buyer proposes to perform make any soil, geological tests in connection with any Phase II environmental report or environmental any other tests or studies which involve drilling, boring or other similar intrusive or invasive action on or under the Property, then Buyer shall obtain Seller's written consent prior to performing making any such tests or studiestests, which consent Seller may withhold be withheld in Seller's sole, absolute and subjective discretion. Buyer shall use care and consideration in connection with any of its inspections or tests and Seller shall have the right to be present during any inspection of the Property by Buyer or its agents or to control the performance of such tests or studies at Seller's electionagents. Buyer shall restore the Property to its original condition existing prior to such inspections or tests after any and all tests and/or inspections. Buyer hereby indemnifies, protects, defends (with counsel chosen by Seller) and holds Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys' fees, mechanic's liens, or expenses of any kind or nature whatsoever, arising out of or resulting from (i) any entry and/or activities upon the Property by Buyer, Buyer's agents, contractors and/or subcontractors, and/or the contractors and subcontractors of such agents, or (ii) from the enforcement of this agreement of indemnity or the assertion by Buyer of any defense to its obligations hereunder. Prior to any entry upon the Property by Buyer's agents, contractors, subcontractors or employees, Buyer shall deliver to Seller an original endorsement to Buyer's commercial general liability insurance policy which evidences that Buyer is carrying a commercial general liability insurance policy with a financially responsible insurance company acceptable to Seller, covering (i) the activities of Buyer, and Buyer's agents, contractors, subcontractors and employees on or upon the Property, and (ii) Buyer's indemnity obligation contained in this Paragraph 7(a)(i)(A). Such endorsement to such insurance policy shall evidence that such insurance policy shall have a per occurrence limit of at least One Million Dollars ($1,000,000) and an aggregate limit of at least Five Million Dollars ($5,000,000), shall name Seller as an additional insured, shall be primary and noncontributing with any other insurance available to Seller and shall contain a full waiver of subrogation clause.

Contingency Matters. Buyer shall have until 5:00 p.m. Pacific Time on the ------------------- date which is forty-five twenty (4520) days following the Opening of Escrow Effective Date (such period of time to be referred to herein as the "Contingency Period") to satisfy itself, in Buyer's sole and absolute reasonable discretion, as to the matters set forth below in this Section 7.1.1. The Contingency Period is subject to extension only as provided in Section 13.2 below: 7.1.1.1 Buyer's Review of the Property and Related Matters. Buyer shall be satisfied with all aspects of the Property and its condition and suitability for Buyer's intended use thereof, including, without limitation, the status of title to the Property and the matters shown on the Preliminary Title Report (as hereinafter defined), matters shown on a survey of the Property (if Buyer so elects, at its cost, to obtain a survey of the Property), the zoning for the Property, the physical condition of the Property Land and the Building and the availability of all permits, licenses, variances and the like necessary for Buyer's intended use of the Property and Buyer's ability to obtain financing for its acquisition of the Property. During the term of the EscrowContingency Period, Buyer, its agents, contractors and subcontractors shall have the right to enter upon the Property, at reasonable times during ordinary business hours following not less than twenty-four (24) hours prior reasonable advance notice to Seller, to make such inspections, surveys and tests as are commercially reasonable and appropriate considering the nature and intended use of the Property such as soils tests, hazardous waste analysis, geological and/or engineering studies and land use or geological, engineering, and related studies; provided, however, that if . If Buyer proposes to perform any soil, geological or environmental tests or studies which involve drilling, boring or other similar intrusive or invasive action on or under the Property, then Buyer shall obtain Seller's written consent prior to performing any such tests or studies, which consent Seller may withhold in Seller's sole, absolute and subjective discretion. Buyer shall use care and consideration in connection with any of its inspections or tests and Seller shall have the right to be present during any inspection of the Property by Buyer or its agents or and to control the performance of such tests or studies at Seller's election. Buyer shall restore the Property to its original condition after any and all tests and/or inspections. Buyer agrees to indemnify, protect, defend (with counsel chosen by Seller) and hold Seller and the Property free and harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys' fees, mechanic's liens, or expenses of any kind or nature whatsoever, arising out of or resulting from (i) any entry or activities upon the Property by Buyer or by Buyer's employees, agents, contractors and/or subcontractors or (ii) the exercise of any of Buyer's rights under this agreement. 1.1.1. The indemnity and insurance obligations of Buyer set forth in this Section 7.1.1.1 shall survive any termination of this Agreement.