Common use of Feasibility Contingency Clause in Contracts

Feasibility Contingency. ‌ Developer shall have the right to conduct a feasibility study (the “Feasibility Study”) with respect to the Real Property and the proposed Project beginning on the Execution Date and continuing until the Feasibility Study Expiration Date (the “Feasibility Study Period”). If, within the Feasibility Study Period, Developer shall, for any reason in Developer’s sole discretion, or without any reason, disapprove of or be dissatisfied with any aspect of the Real Property or the Project and the economic or logistical feasibility thereof or the feasibility of obtaining the PDR Decision or other necessary or desired Permits, then Developer shall be entitled to terminate this Agreement as provided below. During the Feasibility Study Period, Developer shall perform the following due diligence activities: (1) inspect the condition of title to the Real Property pursuant to subsection 5.2 below, and (2) perform or commence the performance of any other due diligence and feasibility investigations, studies and tests with respect to the Real Property and its condition and/or the economic feasibility of the Project as are permitted by this Agreement and as Developer deems necessary or advisable, in its sole discretion, including, without limitation, preparation of a survey and environmental testing. Developer may terminate this Agreement at any time prior to the Feasibility Study Expiration Date by providing written notice to Owner that Developer elects to terminate this Agreement, which termination shall be effective immediately. This Agreement shall automatically terminate without notice at 5:00 p.m. Pacific time on the Feasibility Study Expiration Date unless on or before such time and date Developer notifies Owner in writing that Developer does not elect to terminate this Agreement pursuant to this Section 5.1. If this Agreement is terminated in accordance with the provisions of this Section 5.1, the Deposit shall be returned to Developer by Escrow Agent, a copy of all feasibility investigations, studies and tests performed or produced by or for Developer, including copies of any CAD files related survey preparation or environmental testing, shall be delivered to Owner, and neither Party shall have any further rights, duties or obligations under this Agreement except for those that expressly survive the termination of this Agreement. If this Agreement is not terminated in accordance with the provisions of this Section 5.1, then the Deposit shall thereafter be non- refundable to Developer, except in the event of an Owner Default or a Condemnation Event. In connection with Developer’s Feasibility Study, Owner shall make available to Developer (without warranty) any surveys, studies, environmental reports or investigations, soils reports, traffic studies, environmental impact statements, development applications and similar materials in the actual possession of Owner with respect to the Real Property, including any such materials regarding the Real Property received by Owner or its consultants (to the extent such materials are in the actual possession of Owner) with respect to the prior efforts by Cypress Equities to develop the Real Property, to the extent the same may be disclosed without violating any agreement between Cypress Equities and Owner. For purposes of clarity, Owner shall have no obligation to provide Developer with records in the actual possession of third parties; however, Owner shall, at no expense to Owner, reasonably cooperate with Developer’s efforts to obtain documents from third parties and provide such consents or permissions to such third parties as may be reasonably necessary and commercially reasonable.

Feasibility Contingency. ‌ Developer (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 feasibility study confidentiality agreement, (the “Feasibility Study”y) to investigate all such other matters as Optionee determines to consider with respect to the Real Property Eligible Properties, Optionors and Optionor Parent, and (z) to have discussions with applicable governmental bodies and agencies regarding the Eligible Properties and the proposed Project beginning on development of the Execution Date Eligible Properties. As of the Option Acceptance Date, Optionee shall be deemed to have conducted all physical inspections, title review, document and continuing until 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 Study Expiration Date (the “Feasibility Study Period”). If, within the Feasibility Study Period, Developer shallOptionee shall have the right, for any reason in Developer’s sole discretionor no reason whatsoever, or without any reason, disapprove of or be dissatisfied with any aspect of the Real Property or the Project and the economic or logistical feasibility thereof or the feasibility of obtaining the PDR Decision or other necessary or desired Permits, then Developer shall be entitled to terminate this Agreement (i) in its entirety, or (ii) as provided below. During the Feasibility Study Periodto one or more Eligible Properties (i.e., Developer shall perform the following due diligence activities: (1to reject an Eligible Property or Eligible Properties) inspect the condition by delivering a written notice of title such termination to the Real Property pursuant 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 subsection 5.2 belowhave 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 (2iii) perform or commence the performance of any other due diligence and feasibility investigations, studies and tests with respect to the Real Property and its condition and/or the economic feasibility of the Project as are permitted by this Agreement and as Developer deems necessary or advisable, in its sole discretion, including, without limitation, preparation of a survey and environmental testing. Developer may terminate this Agreement at any time prior to the Feasibility Study Expiration Date by providing written notice to Owner that Developer elects to terminate this Agreement, which termination shall be effective immediately. This Agreement shall automatically terminate without notice at 5:00 p.m. Pacific time on the Feasibility Study Expiration Date unless on or before such time and date Developer notifies Owner in writing that Developer does not elect to terminate this Agreement pursuant to this Section 5.1. If this Agreement is terminated in accordance with the provisions of this Section 5.1, the Deposit shall be returned to Developer by Escrow Agent, a copy of all feasibility investigations, studies and tests performed or produced by or for Developer, including copies of any CAD files related survey preparation or environmental testing, shall be delivered to Owner, and neither Party party shall have any further rights, duties rights or obligations under this Agreement except for those that expressly survive hereunder, other than the obligations related to a termination of this AgreementAgreement and the indemnity obligation of Optionors pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement is not terminated in accordance with the provisions of this Section 5.1as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the Deposit 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 thereafter be non- refundable to Developer, except pay for all escrow and title cancellation fees due in the event of an Owner Default or a Condemnation Event. In connection with Developer’s Feasibility Studysuch termination for such rejected Eligible Properties, Owner (iii) neither party shall make available to Developer (without warranty) have any surveys, studies, environmental reports further rights or investigations, soils reports, traffic studies, environmental impact statements, development applications and similar materials in the actual possession of Owner obligations hereunder with respect to such rejected Eligible Properties, other than (A) the Real Property, including any such materials regarding the Real Property received by Owner or its consultants (obligations related to the extent such materials are in the actual possession a termination of Owner) this Agreement with respect to such rejected Eligible Properties and the prior efforts 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, the applicable Optionors shall transfer such Eligible Properties, by Cypress Equities to develop the Real Propertydeed or assignment, as applicable, to the extent the same may be disclosed without violating any agreement between Cypress Equities and Owner. For purposes respective affiliates of clarity, Owner shall have no obligation to provide Developer with records in the actual possession of third parties; however, Owner shall, at no expense to Owner, reasonably cooperate with Developer’s efforts to obtain documents from third parties and provide such consents or permissions to such third parties as may be reasonably necessary and commercially reasonableOptionors.

Feasibility Contingency. ‌ Developer (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 feasibility study confidentiality agreement, (the “Feasibility Study”y) to investigate all such other matters as Optionee determines to consider with respect to the Real Property Eligible Properties, Optionor and Optionor Parent, and (z) to have discussions with applicable governmental bodies and agencies regarding the Eligible Properties and the proposed Project beginning on development of the Execution Date Eligible Properties. As of the Option Acceptance Date, Optionee shall be deemed to have conducted all physical inspections, title review, document and continuing until 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 Study Expiration Date (the “Feasibility Study Period”). If, within the Feasibility Study Period, Developer shallOptionee shall have the right, for any reason in Developer’s sole discretionor no reason whatsoever, or without any reason, disapprove of or be dissatisfied with any aspect of the Real Property or the Project and the economic or logistical feasibility thereof or the feasibility of obtaining the PDR Decision or other necessary or desired Permits, then Developer shall be entitled to terminate this Agreement (i) in its entirety, or (ii) as provided belowto 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. During 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 Feasibility Study PeriodFirst Option Payment to Optionee, Developer shall perform the following due diligence activities: (1) inspect the condition of title and deliver all documents deposited with Escrow Holder to the Real Property pursuant to subsection 5.2 belowparty who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination, and (2iii) perform or commence the performance of any other due diligence and feasibility investigations, studies and tests with respect to the Real Property and its condition and/or the economic feasibility of the Project as are permitted by this Agreement and as Developer deems necessary or advisable, in its sole discretion, including, without limitation, preparation of a survey and environmental testing. Developer may terminate this Agreement at any time prior to the Feasibility Study Expiration Date by providing written notice to Owner that Developer elects to terminate this Agreement, which termination shall be effective immediately. This Agreement shall automatically terminate without notice at 5:00 p.m. Pacific time on the Feasibility Study Expiration Date unless on or before such time and date Developer notifies Owner in writing that Developer does not elect to terminate this Agreement pursuant to this Section 5.1. If this Agreement is terminated in accordance with the provisions of this Section 5.1, the Deposit shall be returned to Developer by Escrow Agent, a copy of all feasibility investigations, studies and tests performed or produced by or for Developer, including copies of any CAD files related survey preparation or environmental testing, shall be delivered to Owner, and neither Party party shall have any further rights, duties rights or obligations under this Agreement except for those that expressly survive hereunder, other than the obligations related to a termination of this AgreementAgreement and the indemnity obligation of Optionor pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement is not terminated in accordance with the provisions of this Section 5.1as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the Deposit 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 thereafter be non- refundable to Developer, except pay for all escrow and title cancellation fees due in the event of an Owner Default or a Condemnation Event. In connection with Developer’s Feasibility Studysuch termination for such rejected Eligible Properties, Owner (iii) neither party shall make available to Developer (without warranty) have any surveys, studies, environmental reports further rights or investigations, soils reports, traffic studies, environmental impact statements, development applications and similar materials in the actual possession of Owner obligations hereunder with respect to such rejected Eligible Properties, other than (A) the Real Property, including any such materials regarding the Real Property received by Owner or its consultants (obligations related to the extent such materials are in the actual possession a termination of Owner) this Agreement with respect to such rejected Eligible Properties and the prior efforts 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 Cypress Equities to develop the Real Propertydeed or assignment, as applicable, to the extent the same may be disclosed without violating any agreement between Cypress Equities and Owner. For purposes an affiliate of clarity, Owner shall have no obligation to provide Developer with records in the actual possession of third parties; however, Owner shall, at no expense to Owner, reasonably cooperate with Developer’s efforts to obtain documents from third parties and provide such consents or permissions to such third parties as may be reasonably necessary and commercially reasonableOptionor.

Feasibility Contingency. ‌ Developer Xxxxxx’x obligation to purchase the Property is contingent upon the results of Xxxxxx’x inspection and feasibility analysis of the Property. 7.1. Within 5 days after executing this Agreement (and as a continuing obligation of Seller until Closing or termination of this Agreement for any new items), Seller shall deliver to Xxxxxx copies of all materials, documents, reports, correspondence, and other information relating to the Property in the possession or control of Seller, including without limitation, any environmental, soils, oil tank and geotechnical tests and reports, any inspection or conditions reports, any critical area or wetlands reports, any water rights, permits, or certificates, any proposed or approved grading plans, any notices and significant communications with the City, County, State, federal government and any other government authority, department, commission or board of fire underwriters, public utility district or similar body (collectively, “Government Authorities”), any permits, applications, approvals and entitlement work, any plans, surveys, drawings, specifications and any engineering work (in Auto-CAD format, if available), any documents addressing the availability of public infrastructure including, without limitation, electrical, telephone, cable, water and sewer; school and roadway impact fees (if any); affordable housing and park requirements (if any); copies of agreements that would impact the use or development of the Property, and any warranties or guarantees (collectively, “Submission Items”). If Seller fails to deliver the Submission Items within the time required, the Feasibility Deadline (defined below) shall be extended on a day-for-day basis until all such Submission Items have been delivered. The Submission Items shall not be amended or modified by Seller in any way after delivery to Xxxxxx. If Seller knows of any material item or other information concerning the Property that is not within its possession or control, Seller shall notify Xxxxxx so that Xxxxxx may attempt to obtain it. Additionally, and at the same time as the Submission Items, Seller shall deliver to Xxxxxx a completed Seller Disclosure Statement to the extent required by Applicable Laws (defined below). 7.2. Xxxxxx may conduct a feasibility analysis of the Property, at its sole cost and expense, to determine whether or not the Property is suitable to Xxxxxx, in Xxxxxx’x sole and absolute discretion. Xxxxxx’x feasibility analysis may include, but is not limited to, conducting any environmental tests (including a Phase 1 and/or Phase 2), performing surveys, researching laws, zoning designations and entitlements, making inquiries with surrounding owners and Government Authorities, conducting field studies, analyzing financial information and performing any other tests, studies, inspections and investigations Xxxxxx xxxxx appropriate. Xxxxxx and its employees, agents, and consultants (“Xxxxxx Parties”) shall have access to the Property at all reasonable times for the purpose of conducting any aspect of Xxxxxx’x feasibility analysis. If Xxxxxx or any Xxxxxx Party damages the Property, Xxxxxx shall repair and restore the Property to substantially its former condition, at Xxxxxx’x sole cost and expense. The foregoing restoration obligation shall survive any termination for only 12 months. 7.3. If Xxxxxx’x feasibility analysis indicates that the Property is suitable to Xxxxxx, in its sole and absolute discretion, Xxxxxx will send written notice (the “Notice of Suitability”) to Seller on or before the end of the 90th day after the Effective Date (the “Feasibility Deadline”); provided, however, Xxxxxx shall have the right to conduct a feasibility study (the “Feasibility Study”) with respect to the Real Property and the proposed Project beginning on the Execution Date and continuing until extend the Feasibility Study Expiration Date (the “Feasibility Study Period”). If, within the Feasibility Study Period, Developer shall, Deadline for any reason in Developer’s sole discretion, or without any reason, disapprove 1 period of or be dissatisfied with any aspect of the Real Property or the Project and the economic or logistical feasibility thereof or the feasibility of obtaining the PDR Decision or other necessary or desired Permits, then Developer shall be entitled to terminate this Agreement as provided below. During the Feasibility Study Period, Developer shall perform the following due diligence activities: (1) inspect the condition of title to the Real Property pursuant to subsection 5.2 below, and (2) perform or commence the performance of any other due diligence and feasibility investigations, studies and tests with respect to the Real Property and its condition and/or the economic feasibility of the Project as are permitted by this Agreement and as Developer deems necessary or advisable, in its sole discretion, including, without limitation, preparation of a survey and environmental testing. Developer may terminate this Agreement at any time prior to the Feasibility Study Expiration Date by 30 days upon providing written notice to Owner that Developer elects to terminate this AgreementSeller of Xxxxxx’x exercise of such extension right, which termination such notice shall be provided on or before the then current Feasibility Deadline. If any Phase 1 conducted by Xxxxxx before the initial Feasibility Deadline recommends further environmental testing (e.g., a Phase 2), the Feasibility Deadline shall be extended automatically by a reasonable amount of time (not to exceed 150 days from the Effective Date) to obtain and review such report. Notwithstanding anything in this Agreement to the contrary, the Notice of Suitability shall not be effective immediatelyunless such Notice of Suitability is signed by either one of Xxxxxx X. Xxxxxx, Xxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxxxxx, or X. Xxxx Xxxxxx. This If Xxxxxx fails to deliver the Notice of Suitability on or before the Feasibility Deadline and such failure continues for 5 business days after notice from Seller, or if Xxxxxx delivers a notice stating the Property is not suitable before delivering a Notice of Suitability, then in either event, this Agreement shall automatically terminate without notice at 5:00 p.m. Pacific time on the Feasibility Study Expiration Date unless on or before such time and date Developer notifies Owner in writing that Developer does not elect to terminate this Agreement pursuant to this Section 5.1full. If this the Agreement is terminated under this paragraph, all Xxxxxxx Money deposited in accordance with the provisions of this Section 5.1, the Deposit Escrow shall be returned to Developer by Escrow Agent, a copy of all feasibility investigations, studies and tests performed or produced by or for Developer, including copies of any CAD files related survey preparation or environmental testing, shall be delivered to OwnerXxxxxx, and neither Party the Parties shall have any no further rights, duties rights or obligations under this Agreement Agreement, except for those rights and obligations that expressly survive termination. 7.4. If Xxxxxx delivers a Notice of Suitability, Xxxxxx and the termination Xxxxxx Parties shall continue to have access to the Property after the Feasibility Deadline to confirm conditions of this Agreement. If this Agreement is not terminated in accordance with the provisions of this Section 5.1, then the Deposit shall thereafter be non- refundable and to Developer, except in the event of an Owner Default or a Condemnation Event. In connection with Developer’s Feasibility Study, Owner shall make available otherwise prepare to Developer (without warranty) any surveys, studies, environmental reports or investigations, soils reports, traffic studies, environmental impact statements, development applications and similar materials in the actual possession of Owner with respect take title to the Real Property, including any such materials regarding the Real Property received by Owner or its consultants (to the extent such materials are in the actual possession of Owner) with respect to the prior efforts by Cypress Equities to develop the Real Property, to the extent the same may be disclosed without violating any agreement between Cypress Equities and Owner. For purposes of clarity, Owner shall have no obligation to provide Developer with records in the actual possession of third parties; however, Owner shall, at no expense to Owner, reasonably cooperate with Developer’s efforts to obtain documents from third parties and provide such consents or permissions to such third parties as may be reasonably necessary and commercially reasonable.