FEASIBILITY CONTINGENCIES Sample Clauses

FEASIBILITY CONTINGENCIES. The obligations of Buyer under this Agreement and consummation of Closing are, at Buyer's option and in its sole and complete discretion, subject to the complete satisfaction or waiver, on or before expiration of the Feasibility Contingency Period (as defined in Section 4.4 of this Agreement), of the following contingencies (individually and collectively, the "Feasibility Contingencies"): (i) the Property and its physical condition, zoning and land use restrictions, and all systems, utilities, and access rights pertaining to the Property are suitable in every respect for Buyer's intended use; (ii) all permits, approvals and licenses, including, without limitation, final plat approval, building permit, any required shoreline permit, a determination of non-significance, and any other approval or permit with respect to Buyer's intended development of the Property ("Governmental Approvals") are or will be available with such conditions as are acceptable to Buyer and that all appeal periods thereto have expired without any appeal or challenge having been made thereof; (iii) all Review Materials are acceptable to Buyer in the exercise of Buyer's sole discretion; and (iv) it is economically feasible for Buyer to own and operate the Property in a manner and upon terms and conditions satisfactory to Buyer. Buyer may, in Buyer's sole discretion, terminate this Agreement at any time by written notice to Seller if Buyer determines that the Feasibility Contingencies set forth in this Section 4.3 will not be satisfied by the expiration of the Feasibility Contingency Period. If Buyer fails to give notice to Seller that the Feasibility Contingencies have been satisfied or waived on or before expiration of the Feasibility Contingency Period, as extended, if at all, as permitted by Section 4.4, Buyer shall be deemed to have terminated this Agreement. If Buyer elects to terminate this Agreement, Buyer shall return the Review Materials to Seller and deliver to Seller, for information only, and without warranty or representation of any kind whatsoever, a copy of any and all plans, studies, reports, permits and permit applications undertaken by Buyer in connection with its investigation and analysis of the Property. Upon such termination, the Xxxxxxx Money Note shall be returned to Buyer, any Extension Deposits paid by Buyer (together with any accrued interest accrued thereon) shall be paid to Seller and neither party shall have any further rights or obligations whatsoever aris...
Sample 1
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FEASIBILITY CONTINGENCIES. The Parties agree that the following matters are conditions precedent to the Authority's and Developer's ability to proceed with the Project and to fulfill the terms and conditions of this Agreement and a Master Development Agreement. The Parties' ability to perform responsibilities under this Agreement and a Master Development Agreement is substantially contingent upon actions by third parties over which Developer and Authority have limited control, or upon factual circumstances which cannot be fully determined as of the date of this Agreement ("Feasibility Contingencies"). By the time set forth in the Schedule, the following Feasibility Contingencies must be met [See Schedule attached to this Agreement as Exhibit B]. If either Authority or Developer disagree that a contingency set forth in subsections (ii) – (v) below can be or has been met, the dissenting Party will provide to the other Party written information which reasonably supports such dissent:
Sample 1

Related to FEASIBILITY CONTINGENCIES

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Other Potential Acquirers (a) The Company and its subsidiaries shall, and shall direct and use their reasonable best efforts to cause its affiliates and their respective officers, directors, employees, representatives and agents to, immediately cease any discussions or negotiations with any parties with respect to any Third Party Acquisition (as defined below). The Company and its subsidiaries shall and shall direct and use their reasonable best efforts to cause their respective officers, directors, employees, representatives or agents not to, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition; provided, however, that nothing herein shall prevent the Board from taking and disclosing to the Company's stockholders a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender offer; and provided further, that notwithstanding the foregoing, if, prior to the Tender Offer Purchase Time, the Company receives a "Potential Proposal" (defined as an unsolicited Superior Proposal (defined below) or an unsolicited proposal, offer or indication that the Company in good faith believes may lead to a Superior Proposal), then, following written notice to Parent and Acquisition, the Company may, pursuant to a non-disclosure agreement with terms regarding the protection of confidential information at least as restrictive as such terms in the Confidentiality Agreement, provide the Person making the Potential Proposal with the same non-public information that the Company supplied to Parent and consider and negotiate a Potential Proposal. The Company shall promptly, and in any event before furnishing non-public information to any such Person, notify the Parent in the event it receives any proposal or inquiry concerning a Third Party Acquisition, including the material terms and conditions thereof and the identity of the party submitting such proposal.

  • Projects The Annexes attached hereto describe the specific projects and the policy reforms and other activities related thereto (each, a “Project”) that the Government will carry out, or cause to be carried out, in furtherance of this Compact to achieve the Objectives and the Compact Goal.

  • Project Completion Part 1 – Material Completion

  • Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

  • Maintenance and Operation Member-Generator agrees to maintain their system and facilities in accordance with applicable manufacturer's recommended maintenance schedule and standard prudent engineering practices. Member-Generator covenants and agrees to operate their system, facilities and equipment so as to minimize the likelihood for a malfunction or other disturbance, damaging or otherwise affecting or impairing Cooperative’s electrical system. Member-Generator shall comply with all applicable laws, regulations, zoning, building codes, safety rules and other environmental regulations or restrictions applicable to the design, installation, operation and maintenance of the Member-Generator's System. Member-Generator must, at least once every year, conduct a test to confirm that Member-Generator’s System automatically ceases to energize the output (interconnection equipment output voltage goes to zero) within two (2) seconds of being disconnected from Cooperative’s electrical system. Disconnecting the Member-Generator’s System from Cooperative’s electrical system at the visible disconnect switch and measuring the time required for the unit to cease to energize the output shall satisfy this test. Member-Generator shall maintain a record of the results of these tests and, upon request by Cooperative, shall provide a copy of the test results to Cooperative. If Member-Generator is unable to provide a copy of the test results upon request, Cooperative shall notify Member- Generator by mail that Member-Generator has thirty (30) days from the date Member-Generator receives the request to provide Cooperative with the results of a test. If Member-Generator does not provide Cooperative with the test results within the thirty (30) day time period or if the test results provided to Cooperative show that Member-Generator’s net metering unit is not functioning correctly, Cooperative may immediately disconnect Member-Generator’s System from Cooperative’s electrical system. If Member-Generator’s equipment ever fails this test, Member-Generator shall immediately disconnect Member-Generator’s System from Cooperative's electrical system. Member-Generator’s System shall not be reconnected to Cooperative's electrical system by the Member-Generator until Member-Generator’s System is repaired and operating in a normal and safe manner. Cooperative shall have the right to have a representative present and informed when any such tests are conducted. Cooperative does not warrant the testing procedures or results by the presence of its representative. Member-Generator is responsible for protecting their equipment from transient high voltage spikes caused by lightning and/or transient low voltage conditions caused by faults or short circuits, and from any other causes or events. Therefore, Cooperative shall not be responsible for damage to Member-Generator’s equipment allegedly caused by transient high voltage spikes caused by lightning and/or transient low voltage conditions caused by faults or short circuits or other causes or events. Member-Generator agrees to notify Cooperative no less than thirty (30) days prior to modification of the components or design of the Member-Generator’s System that in any way may degrade or significantly alter the System’s output characteristics. Member-Generator acknowledges that any such modifications will require submission of a new Application and Agreement to Cooperative.

  • Surveys Each Borrower shall submit the Ship owned by it regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey reports.

  • Required Repairs Borrower shall make the repairs and improvements to the Property set forth on Schedule I and as more particularly described in the Property Condition Report prepared in connection with the closing of the Loan (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs in a good and workmanlike manner on or before the date that is twelve (12) months from the date hereof or within such other time frame for completion specifically set forth on Schedule I attached hereto.

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