Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.
Feasibility Period. Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants under the Leases, from the Effective Date to and including November 16, 2009 (the “Feasibility Period”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “Consultants”) shall, at no cost or expense to any Seller, have the right from time to time to enter onto the Properties to conduct and make any and all customary studies, tests, examinations, inquiries, inspections and investigations of or concerning the Properties, review the Materials and otherwise confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Properties and Purchaser’s intended use thereof (collectively, the “Inspections”).
Feasibility Period. 5.1 Subject to the terms of section 5.3 below, for thirty five (35) calendar days following the Effective Date (i.e., through May 25, 1999 if the Effective Date is April 20, 1999) (the "Feasibility Period"), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees ("Consultants") shall have the right from time to time to enter onto the Property:
5.1.1 To conduct and make any and all customary studies, tests, examinations and inspections, or investigations of or concerning the Property (including without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys).
5.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property.
5.1.3 To ascertain and confirm the suitability of the property for Purchaser's intended use of the Property.
5.2 Should the results of any of the matters referred to in sub-paragraphs 5.1.1, 5.1.2 and 5.1.3 above appear unsatisfactory to Purchaser for any reason, then Purchaser shall have the right to terminate this Purchase Contract by giving written Notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. EDT on the date of expiration of the Feasibility Period. If Purchaser exercises such right to terminate, this Purchase Contract shall terminate and be of no further force and effect, subject to and except for Purchaser's liability under Section 5.3, and Escrow Agent shall forthwith deliver the Quitclaim Deed of all of Purchaser's right and interest in the Property to Seller, and then promptly return the Deposit to Purchaser. If Purchaser fails to provide Seller with written Notice of cancellation prior to the end of the Feasibility Period in strict accordance with the Notice provisions of this Purchase Contract, this Purchase Contract shall remain in full force and effect and Purchaser's obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in this ARTICLE 5 and in ARTICLE 9.
5.3 Purchaser shall indemnify and hold Seller harmless for any actions taken by Purchaser and its Consultants on the Property. Purchaser shall indemnify, defend (with attorneys selected by Seller) and hold Seller harmless from any and all claims, damages, costs and liability which may arise due to such entries, surveys, tests, investigations and the like. Se...
Feasibility Period. Subject to the terms of Section 3.3 and 3.4 and the rights of Tenants under the Leases, from the Effective Date to and including the date which is 30 days after the Effective Date (the "Feasibility Period"), and thereafter until Closing upon reasonable prior notice and consent from Seller, Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, "Consultants") shall, at no cost or expense to Seller, have the right from time to time to enter onto the Property to conduct and make any and all customary studies, tests, examinations, inquiries, inspections and investigations of or concerning the Property, review the Materials and otherwise confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property and Purchaser's intended use thereof (collectively, the "Inspections").
Feasibility Period. Any other provisions of this Agreement to the contrary notwithstanding, FWRLP may, prior to the expiration of sixty (60) days after the Acceptance Date (such 60-day period herein referred to as the "Feasibility Period"), cause at FWRLP's sole cost and expense, such boring, engineering, economic, water, sanitary and storm sewer, utilities, topographic, structural, environmental and other tests, investigations, market studies and other studies as FWRLP shall elect. In the event that any of such tests, investigations and/or studies indicate, in FWRLP's sole discretion, that FWRLP's plans for the Property would not be feasible, then FWRLP shall have the right, at its sole election on or before the expiration of the Feasibility Period, to terminate this Agreement by giving written notice thereof to Contributor, in which event this Agreement shall terminate, the Deposit shall be returned to FWRLP and neither party shall have any further liabilities or obligations to each other. FWRLP shall be liable for any damage to real or personal property or injuries to persons caused by FWRLP's actions in studying the Property during the Feasibility Period, and FWRLP shall indemnify Contributor for and hold Contributor harmless against any such damage or injuries.
Feasibility Period. During the period commencing on the Effective Date and terminating at 5:00 p.m. Mountain time on September 16, 2022 (the “Feasibility Period”), Buyer shall have the opportunity to conduct all due diligence with regard to the Property by analyzing the feasibility of its ownership, operation, and use of the Property. Buyer is solely responsible for any and all costs incurred by Buyer in connection with its review and/or investigations of the matters set forth in this Section 5(b), Buyer shall conduct such independent investigations, studies and tests as Buyer deems necessary and appropriate, in its sole and absolute discretion, concerning Xxxxx’s proposed ownership, operation, use and development of the Property and the suitability of the Property for Buyer’s intended purposes. Buyer and its agents, employees, consultants and representatives, including, without limitation, Xxxxx’s engineers and contractors (collectively, “Buyer’s Representatives”), shall have the right to enter upon the Property at all times during the pendency of this Agreement in order to make, at Buyer’s sole expense, such investigations and studies as Buyer deems necessary or advisable, in Buyer’s sole and absolute discretion, including a standard ATSM Phase I environmental report and an ALTA survey. Buyer shall restore the Property to substantially its condition prior to commencement of the work. Buyer shall promptly pay all expenses arising out of such inspections on or about the Property and will not allow any mechanic’s or materialmen’s liens to be recorded on the Property. Buyer shall promptly repair any damage to the Property caused by such inspections and other work performed by Xxxxx or on Xxxxx’s behalf. If Buyer determines, in Xxxxx’s sole and absolute discretion, to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent written notice of approval (the “Notice of Approval”) on or before the expiration of the Feasibility Period. If Buyer determines, in Xxxxx’s sole and absolute discretion, that it elects not to purchase the Property, then Buyer shall deliver to Seller and Escrow Agent a written notice of disapproval (the “Notice of Disapproval”) at any time on or before the expiration of the Feasibility Period. Buyer’s failure to deliver a Notice of Approval or a Notice of Disapproval on or before the expiration of the Feasibility Period shall be deemed to constitute Buyer’s timely delivery of a Notice of Disapproval. If Buyer delivers (or is deemed to delive...
Feasibility Period. 32 7.3 Survey Contingency.........................................................................33 7.4
Feasibility Period. Subject to the terms of Sections 3.3 and 3.4 and the right of Tenants under the Leases, from the Effective Date to and including the date which is 30 days after the Effective Date (the “Feasibility Period”), Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “Consultants”) shall have the right from time to time to enter onto the Property:
3.1.1 To conduct and make any and all customary studies, tests, examinations, inquiries, and inspections, or investigations (collectively, the “Inspections”) of or concerning the Property (including, without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys);
3.1.2 To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property;
3.1.3 To ascertain and confirm the suitability of the Property for Purchaser’s intended use of the Property; and
3.1.4 To review the Materials at Purchaser’s sole cost and expense.
Feasibility Period. Buyer shall have until 5:00 P.M. Pacific Time on the date which is eighteen months from the Opening of Escrow (the "Feasibility Period") to review the suitability of the Property for Buyer's use and development thereof for the Planned Use, including, without limitation, any governmental land regulations, zoning ordinances, development costs, financial and market feasibility, the status of the entitlement or development condition of the Property, the physical condition of the Property, including soil and geological assessments and a Phase I environmental audit, and available financing, and the suitability of the Planned Use for property covered by the Xxxxxxxxxx Act and the obtainability of permits related thereto (the "Feasibility Matters"), and to approve or disapprove of the Feasibility Matters in Buyer's sole and absolute discretion, and to deliver to Seller and Escrow Holder the Feasibility Approval Notice or alternatively written notice of Buyer's disapproval and the Title Approval Notice. During the Feasibility Period Buyer may terminate this Agreement for any reason relating to the Feasibility Matters, in its sole discretion, upon written notice to Seller. Failure by Buyer to timely deliver the Feasibility Approval Notice and the Title Approval Notice shall be deemed disapproval of the Feasibility Matters and/or Title Matters, as applicable. If Buyer disapproves (or is deemed to have disapproved) of the Feasibility Matters as provided herein, then this Agreement shall automatically terminate and the provisions of Section 3.7.1 shall apply, in which case Buyer shall be responsible for any Escrow termination fees. Seller shall reasonably cooperate with Buyer, but in no event shall the Feasibility Period be extended, unless by mutual written agreement executed by both Seller and Buyer. Any fees or costs associated with Buyer electing to take any portion of the Property out of the Xxxxxxxxxx Act shall be paid by Buyer.
Feasibility Period. (a) Tenant shall have six (6) months from the Effective Date in which to secure Governmental Approvals and to secure an Engineering Report, as set forth below (“Feasibility Period”).
