Common use of Developer’s Contingencies Clause in Contracts

Developer’s Contingencies. A. Unless waived by Developer in writing, Developer’s obligation to proceed to Closing shall be subject to (a) performance by HEDRA of its obligations hereunder, (b) the continued accuracy of HEDRA’s representations and warranties provided in Section 14.1, and (c) Developer’s satisfaction, in Developer’s sole discretion, as to the contingencies described in this Section 6.1 within the time periods set forth below: (1) On or before the Closing Date, Developer shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by Developer’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Property and all other inspections and due diligence regarding the Property, including any Due Diligence Materials. (2) On or before the Closing Date, Developer shall have determined the acceptability of the Property for its intended use and incidental uses thereto (collectively, the “Proposed Use”). All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the Developer. (3) On or before the Closing Date, Developer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, platting or replatting, zoning approvals and/or rezoning of the Property, conditional use permits, access permits, signage permits, building permits, required licenses, site plan approvals and architectural approvals (the “Approvals”). All costs and expenses related to the preparation of any documentation necessary to create any plans, specifications or the like shall be the responsibility of the Developer. (4) On or before the Closing Date, and without limitation of the terms of Section 6.1(A)(3), Developer shall be satisfied that they may develop the Property in accordance with a site plan, architectural plan, building plan, grading and drainage plan and other plans and specifications satisfactory to Developer in their sole discretion. (5) On or before the Closing Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that access to and from roads and the Property is adequate for the Proposed Use, including without limitation, access to the Property from the adjacent road, median cuts and curb cuts. (6) On or before the Closing Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that water and gas mains, electric power lines, sanitary and storm sewers and other utilities are available to the Property and are adequate for the Proposed Use, such that only service lines must be extended to service the Property for water, gas, electric, sanitary and storm sewer and other utilities. (7) On or before the Closing Date Developer shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to Developer in Developer’s sole discretion, not disclosing any encumbrance not acceptable to Developer in Developer’s sole discretion (the “Approved Commitment”). (8) On or before the Closing Date, Developer shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in the form of the Approved Commitment, subject only to such changes in title as are Permitted Encumbrances or as are acceptable to Developer in Developer’s sole discretion. (9) On or before the Closing Date, HEDRA shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of the Property. (10) On or before the Closing Date, Developer shall review and approve the books and records in HEDRA’s possession, if any, including site plans, surveys, engineering or environmental reports associated with the Property. (11) On or before the Closing Date, Developer shall secure financing that is satisfactory to Developer in Developer’s sole discretion for the purpose of acquiring and constructing the Project for Developer’s intended use. (12) On or before the Closing Date, Developer shall approve the forms of all closing documents. The foregoing contingencies are for Developer’s sole and exclusive benefit and one (1) or more may be waived in writing by Developer in their sole discretion. HEDRA shall reasonably cooperate with Developer’s efforts to satisfy such contingencies, at no out of pocket cost to HEDRA or assumption of any obligation or liability by Developer. Developer shall bear all cost and expense of satisfying Developer’s contingencies. If any of the foregoing contingencies have not been satisfied on or before the applicable date, then this Agreement may be terminated, at Developer’s option, by written notice from Developer to HEDRA. Such written notice must be given on or before the applicable date, or Developer’s right to terminate this Agreement pursuant to this Section shall be waived. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations as survive termination of this Agreement. B. If Developer elects not to exercise any of the contingencies set out herein, such election may not be construed as limiting any representations or obligations of HEDRA set out in this Agreement, including without limitation any indemnity or representations with respect to environmental matters.

Developer’s Contingencies. A. Unless waived by Developer in writing, Developer’s obligation to proceed to Closing shall be subject to (a) performance by HEDRA of its obligations hereunder, (b) the continued accuracy of HEDRA’s representations and warranties provided in Section 14.113.1, and (c) Developer’s satisfaction, in Developer’s sole discretion, as to the contingencies described in this Section 6.1 5.1 within the time periods set forth below: (1) On or before the Closing Date, Developer shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by Developer’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Property and all other inspections and due diligence regarding the Property, including any Due Diligence Materials. (2) On or before the Closing Date, Developer shall have determined the acceptability of the Property for its intended use and incidental uses thereto (collectively, the “Proposed Use”). All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the Developer. (3) On or before the Closing Date, Developer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, platting or replatting, zoning approvals and/or rezoning of the Property, conditional use permits, access permits, signage permits, building permits, required licenses, site plan approvals and architectural approvals (the “Approvals”). All costs and expenses related to the preparation of any documentation necessary to create any plans, specifications or the like shall be the responsibility of the Developer. (4) On or before the Closing Date, and without limitation of the terms of Section 6.1(A)(35.1(A)(3), Developer shall be satisfied that they may develop the Property in accordance with a site plan, architectural plan, building plan, grading and drainage plan and other plans and specifications satisfactory to Developer in their sole discretion. (5) On or before the Closing Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that access to and from roads and the Property is adequate for the Proposed Use, including without limitation, access to the Property from the adjacent road, median cuts and curb cuts. (6) On or before the Closing Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that water and gas mains, electric power lines, sanitary and storm sewers and other utilities are available to the Property and are adequate for the Proposed Use, such that only service lines must be extended to service the Property for water, gas, electric, sanitary and storm sewer and other utilities. (7) On or before the Closing Date Developer shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to Developer in Developer’s sole discretion, not disclosing any encumbrance not acceptable to Developer in Developer’s sole discretion (the “Approved Commitment”). (8) On or before the Closing Date, Developer shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in the form of the Approved Commitment, subject only to such changes in title as are Permitted Encumbrances or as are acceptable to Developer in Developer’s sole discretion. (9) On or before the Closing Date, HEDRA shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of the Property. (10) On or before the Closing Date, Developer shall review and approve the books and records in HEDRA’s possession, if any, including site plans, surveys, engineering or environmental reports associated with the Property. (11) On or before the Closing Date, Developer shall secure financing that is satisfactory to Developer in Developer’s sole discretion for the purpose of acquiring and constructing the Project for Developer’s intended use. (12) On or before the Closing Date, Developer shall approve the forms of all closing documents. The foregoing contingencies are for Developer’s sole and exclusive benefit and one (1) or more may be waived in writing by Developer in their sole discretion. HEDRA shall reasonably cooperate with Developer’s efforts to satisfy such contingencies, at no out of pocket cost to HEDRA or assumption of any obligation or liability by Developer. Developer shall bear all cost and expense of satisfying Developer’s contingencies. If any of the foregoing contingencies have not been satisfied on or before the applicable date, then this Agreement may be terminated, at Developer’s option, by written notice from Developer to HEDRA. Such written notice must be given on or before the applicable date, or Developer’s right to terminate this Agreement pursuant to this Section shall be waived. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations as survive termination of this Agreement. B. If Developer elects not to exercise any of the contingencies set out herein, such election may not be construed as limiting any representations or obligations of HEDRA set out in this Agreement, including without limitation any indemnity or representations with respect to environmental matters.

Developer’s Contingencies. A. Unless waived by Developer in writing, Developer’s obligation to proceed to Closing shall be subject to (a) performance by HEDRA of its obligations hereunder, (b) the continued accuracy of HEDRA’s representations and warranties provided in Section 14.1, and (c) Developer’s satisfaction, in Developer’s sole discretion, as to the contingencies described in this Section 6.1 within the time periods set forth below: (1) On or before the Closing Contingency Date, Developer shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by Developer’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Property and all other inspections and due diligence regarding the Property, including any Due Diligence Materials. (2) On or before the Closing Contingency Date, Developer shall have determined the acceptability of the Property for its intended use and incidental uses thereto (collectively, the “Proposed Use”). All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the Developer. (3) On or before the Closing Date, Developer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, platting or replatting, zoning approvals and/or rezoning of the Property, conditional use permits, access permits, signage permits, building permits, required licenses, site plan approvals and architectural approvals (the “Approvals”). All costs and expenses related to the preparation of any documentation necessary to create any plans, specifications or the like shall be the responsibility of the Developer. (4) On or before the Closing Contingency Date, and without limitation of the terms of Section 6.1(A)(3), Developer shall be satisfied that they may develop the Property in accordance with a site plan, architectural plan, building plan, grading and drainage plan and other plans and specifications satisfactory to Developer in their sole discretion. (5) On or before the Closing Contingency Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that access to and from roads and the Property is adequate for the Proposed Use, including without limitation, access to the Property from the adjacent road, median cuts and curb cuts. (6) On or before the Closing Contingency Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that water and gas mains, electric power lines, sanitary and storm sewers and other utilities are available to the Property and are adequate for the Proposed Use, such that only service lines must be extended to service the Property for water, gas, electric, sanitary and storm sewer and other utilities. (7) On or before the Closing Date Developer shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to Developer in Developer’s sole discretion, not disclosing any encumbrance not acceptable to Developer in Developer’s sole discretion (the “Approved Commitment”). (8) On or before the Closing Date, Developer shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in the form of the Approved Commitment, subject only to such changes in title as are Permitted Encumbrances or as are acceptable to Developer in Developer’s sole discretion. (9) On or before the Closing Date, HEDRA shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of the Property. (10) On or before the Closing Contingency Date, Developer shall review and approve the books and records in HEDRA’s possession, if any, including site plans, surveys, engineering or environmental reports associated with the Property. (11) On or before the Closing Contingency Date, Developer shall secure financing that is satisfactory to Developer in Developer’s sole discretion for the purpose of acquiring and constructing the Project for Developer’s intended use. (12) On or before the Closing Date, Developer shall approve the forms of all closing documents. The foregoing contingencies are for Developer’s sole and exclusive benefit and one (1) or more may be waived in writing by Developer in their sole discretion. HEDRA shall reasonably cooperate with Developer’s efforts to satisfy such contingencies, at no out of pocket cost to HEDRA or assumption of any obligation or liability by Developer. Developer shall bear all cost and expense of satisfying Developer’s contingencies. If any of the foregoing contingencies have not been satisfied on or before the applicable date, then this Agreement may be terminated, at Developer’s option, by written notice from Developer to HEDRA. Such written notice must be given on or before the applicable date, or Developer’s right to terminate this Agreement pursuant to this Section shall be waived. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations as survive termination of this Agreement. B. If Developer elects not to exercise any of the contingencies set out herein, such election may not be construed as limiting any representations or obligations of HEDRA set out in this Agreement, including without limitation any indemnity or representations with respect to environmental matters.