Feasibility Contingency. Buyer, at its sole expense, may conduct an investigatory review of the economics, financial assumptions, general and local market conditions, and project build-out feasibility related to the development of the Property. If Buyer shall deem, in its sole and absolute discretion, that its intended use of the Property appears to be economically viable and feasible then notification shall be provided to Seller in writing, on or before the last day of the Due Diligence Period, stating that this contingency has been removed.
Feasibility Contingency. Subject to Buyer not interfering with the use and enjoyment of the Property by any tenant occupying any part of the Property, Buyer shall have the right to examine the Property, the existence of hazardous or toxic substances or pollutants as defined in Environmental Laws, and the zoning and applicable governmental regulations, statutes and ordinances pertaining to the Property, at any time after the execution of this Agreement, with any persons whom it shall designate. “Environmental Laws” shall mean the Resource Conservation and Recovery Act (as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (as amended by the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. §9601, et seq.; the Hazardous Materials Txxxxxxxxxxxxx Xxx, 00 X.X.X. §0000, et seq.; the Toxic Substances Cxxxxxx Xxx, 00 X.X.X. §0000, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Wxxxx Xxx, 00 X.X.X. §000x, et sec.; the Clean Wxxxx Xxx, 00 X.X.X. §0000, et seq.; the Arizona Hazardous Waste Management Act, A.R.S. §49-921, et seq.; and the Arizona Environmental Quality Act, A.R.S. §49-1001, et seq., or any other applicable State or Federal environmental protection law or regulation. Seller shall permit access to the Property to Buyer and any persons designated by Buyer, and Seller shall afford them the opportunity to conduct, prepare and perform any tests, studies, and surveys upon the Property that Buyer deems necessary to assist it in determining whether the Property is appropriate for the purposes contemplated by Buyer. Upon completion of all such tests, studies and surveys, Buyer shall fill all holes produced by it and restore the Property to its condition existing prior to any tests or inspections. Buyer shall indemnify, protect, defend and hold Seller harmless for, from and against all claims, costs, fees or liability of any kind caused by the acts of Buyer or Buyer’s agents pursuant to this Section 7(b). The foregoing obligation of Buyer shall survive any termination of this Agreement and Seller’s remedies for breach hereof shall not be limited by the provisions of Section 9(b) of this Agreement. In the event Buyer in its sole and absolute discretion determines that the Property is not suitable for its purposes, Buyer may, at any time on or before 5:00 P.M. (central daylight time) on the thirtieth (30th) day following the Opening of...
Feasibility Contingency. Buyer’s obligations under this Agreement are conditioned upon Xxxxx's satisfaction in Buyer’s sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the property; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money unless Xxxxx gives written notice to Seller within days (30 days if not filled in) (the “Feasibility Period”) of Mutual Acceptance stating that this condition is satisfied. If such notice is timely given, the feasibility contingency stated in this Section 5 shall be deemed to be satisfied.
Feasibility Contingency. (i) Optionee shall have the right (w) to conduct all inspections, investigations, tests and studies of the Eligible Properties as Optionee deems necessary or desirable in connection with Optionee’s anticipated development of the Eligible Properties, (x) to review all documents, materials and files in the possession of Optionors and Optionor Parent relating to the Eligible Properties, Optionors or Optionor Parent, excluding, any such items generated internally by Optionors or Optionor Parent, or which are proprietary, or which are subject to a confidentiality agreement, (y) to investigate all such other matters as Optionee determines to consider with respect to the Eligible Properties, Optionors and Optionor Parent, and (z) to have discussions with applicable governmental bodies and agencies regarding the Eligible Properties and the development of the Eligible Properties. As of the Option Acceptance Date, Optionee shall be deemed to have conducted all physical inspections, title review, document and file review and other due diligence it determined was necessary with respect to each Property, each Optionor and Optionor Parent and shall be deemed to have fully accepted the results of such investigations.
Feasibility Contingency. The obligation of Purchaser to close the transaction contemplated hereby is, at the option of Purchaser, subject to Purchaser’s being satisfied, in Purchaser’s sole and absolute discretion, with all matters relating to the Property, including, but not limited to, environmental and engineering reports, and Purchaser’s determination that the Property is suitable for Purchaser’s investment and other purposes (the “Feasibility Contingency”). Purchaser shall have until 5:00 p.m. (local time at the Real Property) on July 19, 2018 (the “Contingency Period”) for satisfaction of the Feasibility Contingency. If Purchaser elects to proceed with the transaction contemplated hereby by written notice to Seller given prior to the expiration of the Contingency Period, the Feasibility Contingency shall be deemed to have been satisfied, and the Deposit shall become non-refundable, unless this Agreement is terminated in accordance with the provisions of Sections 5.3(b) or (c), 9.3, 11.1, 11.2 or 15.3, and Purchaser shall deposit within three (3) business days following the expiration of the Contingency Period by wire transfer an additional Five Hundred Thousand and No/100 Dollars ($500,000.00) (together with interest accruing thereon, if any, the “Additional Deposit”) for deposit with Escrowee into the Escrow, which shall be non-refundable unless this Agreement is terminated in accordance with the provisions of Sections 5.3(b) or (c), 9.3, 11.1, 11.2 or 15.3 and shall be applied against the Purchase Price at Closing. In the event Purchaser fails to deliver to Seller written notice of Purchaser’s election to proceed at or prior to the expiration of the Contingency Period, or Purchaser delivers notice to Seller prior to the expiration of the Contingency Period that Purchaser elects to terminate this Agreement for any reason or no reason, in its sole and absolute discretion, the Feasibility Contingency shall be deemed to not have been satisfied, and, the Deposit shall forthwith be returned to Purchaser and, thereupon, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and neither party shall have any further rights and obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement). In consideration of Seller’s grant to Purchaser of the option to either approve or disapprove matters as described in this Section 9.1, an amount in the sum of one hundr...
Feasibility Contingency. (a) The obligations of Purchaser under this Contract and consummation of Closing are, in Purchaser’s sole and absolute discretion, subject to Purchaser performing due diligence, completing an inspection of the Property, and determining, in Purchaser’s sole and absolute discretion, that it is feasible for Purchaser to own and operate the Property in a manner and upon terms and conditions satisfactory to Purchaser (collectively, “Due Diligence Activities”). Purchaser will have until 11:59 p.m., Pacific Time, on that date which is two hundred seventy (270) days after the Effective Date (as may be extended pursuant to Section 5(e) below, the “Inspection Period”), to perform such Due Diligence Activities as Purchaser may desire in its sole and absolute discretion, including, but not limited to, invasive testing, such as soil borings, installation of groundwater monitoring xxxxx and collection of soil and groundwater samples in connection with a Phase II environmental assessment. During the Inspection Period, Purchaser may file applications with applicable governing authorities for approval to plat or replat the Property for its planned development, and to obtain development commitments, entitlements, permits and approvals, all as may be deemed necessary by Purchaser in connection with its contemplated use and development of the Property (collectively, all of the foregoing commitments, entitlements, permits, and approvals are the “Approvals”), and Seller agrees to cooperate with Xxxxxxxxx and execute such documents reasonably required in connection with the Approvals. Such Approvals will not impose any burden or be binding upon the Property prior to Closing, nor impose any cost or liability on Seller, except to the extent consented to by Seller, which consent will not be unreasonably withheld.
Feasibility Contingency. Buyer shall verify within 30 days (10 days, if not filled in) after mutual acceptance (the “Feasibility Contingency Expiration Date”) the suitability of the Property for Buyer's intended purpose including, but not limited to, whether the Property can be platted, developed and/or built on (now or in the future) and what it will cost to do this. This Feasibility Contingency SHALL CONCLUSIVELY BE DEEMED WAIVED unless Buyer gives notice of disapproval on or before the Feasibility Contingency Expiration Date. If Xxxxx gives a timely notice of disapproval, then this Agreement shall terminate and the Xxxxxxx Money shall be refunded to Buyer. Buyer should not rely on any oral statements concerning feasibility made by the Seller, Listing Broker or Selling Broker. Buyer should inquire at the city or county, and water, sewer or other special districts in which the Property is located. Buyer’s inquiry shall include, but not be limited to: building or development moratoria applicable to or being considered for the Property; any special building requirements, including setbacks, height limits or restrictions on where buildings may be constructed on the Property; whether the Property is affected by a flood zone, wetlands, shorelands or other environmentally sensitive area; road, school, fire and any other growth mitigation or impact fees that must be paid; the procedure and length of time necessary to obtain plat approval and/or a building permit; sufficient water, sewer and utility and any services connection charges; and all other charges that must be paid. Xxxxx and Xxxxx’s agents, representatives, consultants, architects and engineers shall have the right, from time to time during the feasibility contingency, to enter onto the Property and to conduct any tests or studies that Buyer may need to ascertain the condition and suitability of the Property for Xxxxx’s intended purpose. Buyer shall restore the Property and all improvements on the Property to the same condition they were in prior to the inspection. Buyer shall be responsible for all damages resulting from any inspection of the Property performed on Xxxxx’s behalf.
Feasibility Contingency. Purchaser shall have forty-five (45) days from the Effective Date (the "Feasibility Contingency Period") to investigate the feasibility of the Property for Purchaser's intended use including any environmental investigation (subject to Section 3.4.1 below) and any investigation or procurement of any development approvals or permits Purchaser deems desirable, all at Purchaser's sole cost and expense; provided, however, Purchaser shall only have thirty (30) days from the Effective Date to complete its Phase I environmental investigation and provide Seller the Phase II Notice described below (the "Feasibility Contingency"). In the event Purchase does not intend to unconditionally waive this Feasibility Contingency, Purchaser shall provide Seller written notice on or prior to the expiration of the Feasibility Contingency Period of either Purchaser's election to: (i) not waive the Feasibility Contingency under any conditions in which event this Agreement shall be deemed terminated by Purchaser in accordance with the terms of Section 3.6 below, or (ii) waive the Feasibility Contingency but only on condition Seller remedies or cures the items expressly set forth in Purchaser's notice to Seller (the "Conditional Waiver Notice") in which event Purchaser shall be deemed to have fully waived this Feasibility Contingency subject to only Seller agreeing to remedy or cure the items expressly set forth in such notice (and in any Phase II Notice described below). Within five (5) business days of Seller's receipt of any Conditional Waiver Notice, Seller shall provide Purchaser notice of whether Seller will cure or remedy the specified items prior to Closing. If Seller fails to timely provide such notice to Purchaser (in which case Seller will be deemed to have elected not to cure such items), or if Seller timely notifies Purchaser that it will not cure or remedy all of said items, Purchaser may by notice to Seller within five (5) business days thereof either waive the items Seller has elected not to cure, or terminate this Agreement in accordance with the provisions of Section 3.6 below, otherwise, Purchaser shall be deemed to have waived any objections Seller has elected not to cure. If Seller elects to cure or remedy some or all of the described items in accordance with the above, and Purchaser has not otherwise properly terminated this Agreement, Purchaser shall be deemed to have fully waived the Feasibility Contingency, and Seller shall be obligated to cure such items p...
Feasibility Contingency. After Purchaser receives written notice of the formal approval of this sale by the Port of Bxxxxx Commission, the Purchaser shall have sixty (60) days to complete a feasibility study of all aspects of the Property, including the feasibility of the Property for the Purchaser’s purposes (“Feasibility Period”). In the event the Purchaser shall determine, in Purchaser’s sole discretion, not to proceed with the purchase of the Property, this Agreement shall terminate upon the delivery of written notice to the Seller. If the Purchaser does not deliver a written notice of termination to the Seller on or before the expiration of the Feasibility Period, this contingency shall be deemed to have been waived.
Feasibility Contingency. Buyer shall have ten (10) days from the Opening of Escrow (the "Feasibility Period") to determine, in its sole and absolute discretion, whether the condition of the Seller's Property is suitable for Buyer's intended acquisition and use thereof. If Buyer determines that either the condition of the Seller's Property or the leases which encumber the Property are not suitable for Buyer's intended acquisition or use thereof, Buyer shall notify Seller and Escrow Agent in writing of such determination or failure within the Feasibility Period. If Buyer so notifies Seller and Escrow Agent of such determination, Buyer shall be deemed to have rescinded this Agreement, in which event, Escrow Agent shall (i) return to Buyer the Earnest Money Deposit, (iii) return to Buyer all documents Buyer depoxxxxx xith Escrow Agent in connection with the Escrow, and (iii) return to Seller all documents Seller deposited with Escrow Agent in connection with the Escrow, and thereupon this Agreement shall terminate and neither Party shall have any further right, obligation or liability under this Agreement, except for those liabilities and obligations that are specified herein to survive the termination of this Agreement. If Buyer does not so notify Seller and Escrow Agent in writing of such determination within the Feasibility Period, Buyer's right to rescind this Agreement and have the Earnest Money Deposit returned pursuant to this Section 6 shall termixxxx.
