Common use of Feasibility Contingency Clause in Contracts

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 Optionor and Optionor Parent relating to the Eligible Properties, Optionor or Optionor Parent, excluding any such items generated internally by Optionor 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, Optionor 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, Optionor and Optionor Parent and shall be deemed to have fully accepted the results of such investigations. (ii) At any time during the Feasibility Period, Optionee shall have the right, for any reason or no reason whatsoever, to terminate this Agreement (i) in its entirety, or (ii) as to one or more Eligible Properties (i.e., to reject an Eligible Property or Eligible Properties) by delivering a written notice of such termination to Optionor and Escrow Holder. Such notice shall indicate whether this Agreement is being terminated in its entirety or whether only certain Eligible Properties are being rejected. If Optionee so terminates, or is deemed to have terminated this Agreement in its entirety, then (i) Escrow Holder shall promptly return the First Option Payment to Optionee, and deliver all documents deposited with Escrow Holder to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have any further rights or obligations hereunder, other than the obligations related to a termination of this Agreement and the indemnity obligation of Optionor pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, Optionor shall transfer such Eligible Properties, by deed or assignment, as applicable, to an affiliate of Optionor.

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. (b) Prior to any entry upon the Property by Purchaser, or its contractor, agent, employee, consultant, or other third party at Purchaser’s direction (each, a “Purchaser Consultant”), Purchaser and any Purchaser Consultant entering the Property shall maintain liability insurance coverage issued with combined single limits of not less than $2,000,000 per occurrence which includes Seller as an additional insured on a primary and noncontributory basis, and, if requested by Xxxxxx in writing, will provide Seller with proof of such coverage. Any Purchaser Consultant that seeks to perform invasive testing or collect samples from the Property shall maintain pollution liability insurance with limits of not less than $2,000,000 and shall provide evidence that Seller is named as an additional insured on such policy prior to entering the Property. (c) Purchaser and Purchaser Consultants may enter upon the Property at all reasonable times during the term of the Contract to conduct engineering, environmental and geotechnical studies or any other inspections or tests. Purchaser will indemnify and hold Seller harmless from and against any and all losses or costs incurred by Seller due to any injuries to persons or damage to the Land or Improvements resulting from such studies, inspections, and/or tests, and if Purchaser fails to close its acquisition of the Property pursuant to this Contract, Purchaser will restore any material damage to the Land or Improvements caused by Purchaser or Purchaser Consultants to a reasonable equivalent of its pre-inspection condition; provided, however, that Purchaser shall not be obligated to indemnify or hold Seller harmless from any losses or costs arising out of or relating to (i) Optionee shall have acts or omissions of Seller, its agents, or representatives; (ii) Hazardous Materials (defined below) not first placed on the right Property by Purchaser or Purchaser Consultants; or (wiii) to conduct all inspectionsmere discovery of conditions, investigationsfacts, tests and studies or circumstances that adversely affect (or may adversely affect) the value of the Eligible Properties as Optionee deems necessary or desirable Property. Purchaser’s obligations under this Section shall survive termination of this Contract for a period of twelve (12) months. (d) Purchaser may extend the Inspection Period for up to three (3) additional periods of thirty (30) days each by (i) delivering to Seller and Title Company written notice of Purchaser’s election to extend the Inspection Period then in connection with Optionee’s anticipated development of the Eligible Properties, (x) to review all documents, materials and files in the possession of Optionor and Optionor Parent relating to the Eligible Properties, Optionor or Optionor Parent, excluding any such items generated internally by Optionor 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, Optionor and Optionor Parenteffect, and (zii) depositing with Title Company the sum of $10,000.00 (“Extension Fee”) prior to have discussions with applicable governmental bodies and agencies regarding the Eligible Properties and the development expiration of the Eligible PropertiesInspection Period then in effect. As The Title Company shall hold the Extension Fee in a non-interest- bearing account until Closing. The Extension Fee will constitute additional Xxxxxxx Money and will be applied against the Purchase Price at Closing but will be non-refundable to Purchaser if Purchaser elects a discretionary termination 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, Optionor and Optionor Parent and shall be deemed to have fully accepted Contract during the results of such investigationsInspection Period as provided in this Section. (iie) At If Purchaser elects to proceed with Closing, then Purchaser will notify Seller and Title Company in writing (the “Approval Notice”) prior to the expiration of the Inspection Period. Unless the Approval Notice is previously delivered to Seller, upon the expiration of the Inspection Period, Title Company will promptly return the Xxxxxxx Money to Purchaser and, provided that Seller is not in default hereunder beyond applicable cure periods, will disburse any time Extension Fee on deposit to Seller, and all obligations of the parties under this Contract will terminate, excepting those obligations that expressly survive termination. In addition, if Purchaser notifies Seller during the Feasibility Period, Optionee shall have Inspection Period that it does not intend to proceed with the right, acquisition of the Property (for any reason or no reason whatsoever, to terminate this Agreement (i) in its entirety, or (ii) as to one or more Eligible Properties (i.e., to reject an Eligible Property or Eligible Properties) by delivering a written notice of such termination to Optionor Purchaser’s sole and Escrow Holder. Such notice shall indicate whether this Agreement is being terminated in its entirety or whether only certain Eligible Properties are being rejected. If Optionee so terminates, or is deemed to have terminated this Agreement in its entiretyabsolute discretion), then (i) Escrow Holder shall Title Company will promptly return the First Option Payment Xxxxxxx Money to OptioneePurchaser and, provided that Seller is not in default hereunder beyond applicable cure periods, will disburse any Extension Fee on deposit to Seller, and deliver all documents deposited with Escrow Holder to obligations of the party who deposited such documentsparties under this Contract will terminate, (ii) Optionee shall pay except for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have any further rights or those obligations hereunder, other than the obligations related to a that expressly survive termination of this Agreement and the indemnity obligation of Optionor pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, Optionor shall transfer such Eligible Properties, by deed or assignment, as applicable, to an affiliate of OptionorContract.

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, reviewing the Documents, 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 one hundred twenty (120) days after the Effective Date (as may be extended pursuant to Section 5(e) of this Contract, 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. (b) Prior to any entry upon the Property by Purchaser, or its contractor, agent, employee, consultant, or other third party at Purchaser's direction (each, a "Purchaser Consultant"), Purchaser and any Purchaser Consultant entering the Property shall maintain liability insurance coverage issued with combined single limits of not less than $2,000,000 per occurrence which includes Seller as an additional insured on a primary and noncontributory basis, and, if requested by Xxxxxx in writing, will provide Seller with proof of such coverage. Seller acknowledges that Purchaser has furnished Seller with a Memorandum of Insurance evidencing the insurance required to be maintained under this Contract. The referenced Memorandum of Insurance reflects Purchaser's insured status. Any Purchaser Consultant that seeks to perform invasive testing or collect samples from the Property shall maintain pollution liability insurance with limits of not less than $2,000,000, and shall provide evidence that Seller is named as an additional insured on such policy prior to entering the Property. (c) Purchaser and Purchaser Consultants may enter upon the Property at all reasonable times during the term of the Contract to conduct engineering, environmental and geotechnical studies or any other inspections or tests. Purchaser will indemnify and hold Seller harmless from and against any and all losses or costs incurred by Seller due to any injuries to persons or damage to the Land or Improvements resulting from such studies, inspections, and/or tests, and if Purchaser fails to close its acquisition of the Property pursuant to this Contract, Purchaser will restore any material damage to the Land or Improvements caused by Purchaser or Purchaser Consultants to a reasonable equivalent of its pre-inspection condition; provided, however, that Purchaser shall not be obligated to indemnify or hold Seller harmless from any losses or costs arising out of or relating to (i) Optionee shall have acts or omissions of Seller, its agents, or representatives; (ii) Hazardous Materials (defined below) not first placed on the right Property by Purchaser or Purchaser Consultants; or (wiii) to conduct all inspectionsmere discovery of conditions, investigationsfacts, tests and studies or circumstances that adversely affect (or may adversely affect) the value of the Eligible Properties as Optionee deems necessary or desirable in connection with Optionee’s anticipated development Property. Purchaser's obligations under this Section shall survive termination of this Contract for a period of twelve (12) months. (d) Prior to the expiration of the Eligible PropertiesInspection Period, Purchaser will provide to Seller a list of Service Contracts, if any, which Purchaser desires Seller to assign to Purchaser at Closing. Seller will assign the Approved Service Contracts at Closing. Seller will terminate all Service Contracts other than the Approved Service Contracts, effective at or prior to Closing. (xe) Purchaser may extend the Inspection Period for up to review all documentsthree (3) additional periods of forty-five (45) days each by (i) delivering to Seller and Title Company written notice of Purchaser's election to extend the Inspection Period then in effect, materials and files in the possession of Optionor and Optionor Parent relating prior to the Eligible Properties, Optionor or Optionor Parent, excluding any such items generated internally by Optionor 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 expiration of the Eligible Properties, Optionor and Optionor ParentInspection Period, and (zii) to have discussions depositing with applicable governmental bodies and agencies regarding Title Company the Eligible Properties and sum of THIRTY-FIVE THOUSAND AND 00/100THS DOLLARS ($35,000) ("Extension Fee") within three (3) Business Days after the development expiration of the Eligible PropertiesInspection Period then in effect. As The Title Company shall hold the Extension Fee in an interest bearing account until Closing. The Extension Fee (and interest on such Extension Fee) will constitute additional Xxxxxxx Money and will be applied against the Purchase Price at Closing, but will be non-refundable to Purchaser if Purchaser elects a discretionary termination of the Option Acceptance Date, Optionee shall be deemed Contract during the Inspection Period as provided in this Section. The parties acknowledge and agree that Purchaser's deposit of the Extension Fee is not subject 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, Optionor and Optionor Parent and shall be deemed to have fully accepted the results of such investigationsStatute. (iif) At If Purchaser elects to proceed with Closing, then Purchaser will notify Seller and Title Company in writing (the "Approval Notice") prior to the expiration of the Inspection Period. Unless the Approval Notice is previously delivered to Seller, upon the expiration of the Inspection Period, the City of Jacksonville and/or Title Company, as the case may be, will promptly return the Xxxxxxx Money to Purchaser and will disburse any time Extension Fee to Seller, and all obligations of the parties under this Contract will terminate, excepting those obligations that expressly survive termination. In addition, if Purchaser notifies Seller during the Feasibility Period, Optionee shall have Inspection Period that it does not intend to proceed with the right, acquisition of the Property (for any reason or no reason whatsoever, to terminate this Agreement (i) in its entirety, or (ii) as to one or more Eligible Properties (i.e., to reject an Eligible Property or Eligible Properties) by delivering a written notice of such termination to Optionor Purchaser's sole and Escrow Holder. Such notice shall indicate whether this Agreement is being terminated in its entirety or whether only certain Eligible Properties are being rejected. If Optionee so terminates, or is deemed to have terminated this Agreement in its entiretyabsolute discretion), then (i) Escrow Holder shall the City of Jacksonville and/or Title Company, as the case may be, will promptly return the First Option Payment Xxxxxxx Money to OptioneePurchaser and will disburse any Extension Fee to Seller, and deliver all documents deposited with Escrow Holder to obligations of the party who deposited such documentsparties under this Contract will terminate, (ii) Optionee shall pay except for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have any further rights or those obligations hereunder, other than the obligations related to a that expressly survive termination of this Agreement and the indemnity obligation of Optionor pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, Optionor shall transfer such Eligible Properties, by deed or assignment, as applicable, to an affiliate of OptionorContract.

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 Optionor Optionors and Optionor Parent relating to the Eligible Properties, Optionor Optionors or Optionor Parent, excluding excluding, any such items generated internally by Optionor 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, Optionor 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. (ii) At any time during the Feasibility Period, Optionee shall have the right, for any reason or no reason whatsoever, to terminate this Agreement (i) in its entirety, or (ii) as to one or more Eligible Properties (i.e., to reject an Eligible Property or Eligible Properties) by delivering a written notice of such termination to the Optionor that owns the interest in such Eligible Property(ies) and Escrow Holder. Such notice shall indicate whether this Agreement is being terminated in its entirety or whether only certain Eligible Properties are being rejected. If Optionee so terminates, or is deemed to have terminated this Agreement in its entirety, then (i) Escrow Holder shall promptly return the First Option Payment to Optionee, and deliver all documents deposited with Escrow Holder to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have any further rights or obligations hereunder, other than the obligations related to a termination of this Agreement and the indemnity obligation of Optionor Optionors pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, Optionor the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicable, to an affiliate the respective affiliates of Optionorsuch Optionors.