Common use of Feasibility Period Clause in Contracts

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. For a period of thirty (30) days after the Effective Date (the “Feasibility Period”): 4.1 Buyer shall have until 5:00 P.M. Pacific Time on be entitled to inspect the date which is eighteen months from the Opening of Escrow (the "Feasibility Period") Property, to review the suitability conduct such tests, surveys, analyses and feasibility studies of the Property for Buyer's use as Buyer deems necessary, and to meet with governmental entities regarding the feasibility of 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. Seller agrees to reasonably cooperate with Buyer in connection with the tests, the physical condition investigation and inspection of the Property. Without limiting the generality of the foregoing, Buyer (and persons or entities authorized by Buyer) shall have the right and authority to go upon the Property, from time to time on one or more occasions, for tests, surveys, analyses, and feasibility studies. Prior to commencing any invasive test or investigation, including soil and geological assessments and a Phase I environmental auditwithout limitation soil, and available financingwater or other sampling, and the suitability testing or analysis, drilling, or boring, Buyer shall notify Seller of the Planned Use for property covered by scope and nature of the Xxxxxxxxxx Act intended testing or investigation and shall obtain Seller’s prior written consent thereto. 4.1.1 Buyer shall report any new disclosures to the obtainability Seller within five (5) business days of permits related thereto (the "Feasibility Matters"), and to approve or disapprove conclusion of the Feasibility Matters Period. If the Parties cannot reach mutual agreement within fourteen (14) days of delivery of the written disclosures, this agreement shall terminate and any Xxxxxxx Money deposited returned to the Buyer. 4.1.2 If Buyer determines, in Buyer's ’s sole and absolute discretiondiscretion that the Property is not suitable for the Project, and to deliver to Buyer shall notify Seller and Escrow Holder the Feasibility Approval Notice Agent in writing on 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 before expiration of the Feasibility Matters and/or Title MattersPeriod, as applicable. If Buyer disapproves (or is deemed to have disapproved) of the Feasibility Matters as provided herein, then and upon such notice this Agreement shall automatically terminate terminate, and Xxxxxxx Money deposited returned to Buyer, and neither Buyer nor Seller shall have any further obligations under this Agreement. 4.1.3 Buyer assumes all risk of accidents, personal injury, death, and/or property loss or damage sustained as a result of Buyer’s presence on the provisions of Section 3.7.1 shall apply, in which case Buyer shall be responsible Property for any Escrow termination fees. Seller shall reasonably cooperate with Buyer, but in no event shall testing or investigation during the Feasibility Period be extendedPeriod. Buyer releases Seller from all liabilities, unless by mutual written agreement executed by both Seller causes of action, claims, and demands that arise in any way from any injury, death, loss, or harm to person or property related to or arising from Buyer. Any fees ’s tests or costs associated with Buyer electing to take any portion of investigations on the Property out during the Feasibility Period. This release does not apply to claims caused by the sole negligence or willful misconduct of the Xxxxxxxxxx Act shall be paid by BuyerSeller.

Feasibility Period. The Buyer shall have until 5:00 P.M. Pacific Time on forty five (45) days from June 15, 2005 of the date which is eighteen months Agreement to satisfy the following contingencies. (a) Buyer to verify a satisfactory zoning classification from the Opening Town of Escrow Mt. Pleasant (b) Obtain evidence that there is sewer and water to the "Feasibility Period"property line. (c) to review the suitability Obtain an environmental audit of the Property property showing that the property is suitable to Buyer’s needs and that property is not subject to any potential liens or claims from the Department of Health and Environmental Control or other governmental regulatory agency. (d) Seller to provide all reports, studies, current leases, surveys and building plan in their possession within seven (7) days of signing. (e) Obtain wetlands delineation that shows the property suitable for Buyer's use ’s proposed uses and development thereof for that the Planned Use, including, without limitation, any governmental land regulations, zoning ordinances, development costs, financial and market feasibility, wetland can be filled if necessary to enhance the status function of the entitlement or development condition site. (f) Buyer should diligently pursue to seek and remove these contingences and Seller shall sign all necessary papers and applications for permits. Buyer agrees to provide Seller a copy 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 all reports as they are completed. Closing shall occur within thirty (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 30) days after the Feasibility Period ends. (g) Buyer may terminate this Agreement agreement during the Feasibility Period for any reason relating whatsoever and be entitled to a full refund of all xxxxxxx money deposits. (h) Property is being purchased in “as is” condition with no warranties being made buy the Seller. (i) Seller acknowledges that Purchaser must obtain the written approval of the appropriate banking regulatory authorities for Purchaser to purchase the property and Purchaser acknowledges that it must obtain such approval prior 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 expiration of the Feasibility Matters and/or Title Matters, as applicable. If Buyer disapproves (or is deemed Period and that failure to have disapproved) of obtain such approval will in no way extend the Feasibility Matters as provided herein, then this Agreement shall automatically terminate and Period. (j) Buyer must seek approval from Tidelands Bank Board to purchase 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 property during the Feasibility Period. (k) Buyer may extend Feasibility Period be extendedfor up to two (2) thirty (30) day periods by payment of a non refundable, unless by mutual written agreement executed by both Seller and Buyer. Any fees or costs associated with Buyer electing to take any portion non applicable extension fee of the Property out of the Xxxxxxxxxx Act shall be paid by Buyer$7,500 per thirty (30) day extension.

Feasibility Period. Buyer shall have until 5:00 P.M. Pacific Time 5.2.1 For the period commencing on the date which Effective Date and expiring at 3 p.m. PDT on the day that is eighteen months from twenty-one (21) days after the Opening of Escrow Effective Date (the "Feasibility Period") ), Buyer and Buyer's Agents shall have the right to review enter the Real Property and to conduct and carry out any and all inspections, tests and studies that Buyer deems appropriate in its evaluation of the physical condition of the Property, the compliance of the Property with applicable laws, and the suitability of the Property for Buyer's use and development thereof for intended use, as Buyer deems appropriate in its sole discretion. Buyer shall be allowed until 3:00 P.M. (Pacific Time) on 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 last day of the Feasibility Matters in Buyer's sole and absolute discretion, and Period to deliver to Seller Seller, with a copy also to be delivered to Escrow Agent and Escrow Holder the Feasibility Approval Notice or alternatively to Seller’s counsel designated in Section 14 hereof, a written notice of Buyer's disapproval and ’s election not to purchase the Title Approval Property for any reason (“Termination Notice”). Subject to satisfaction of the express conditions precedent to Buyer’s obligations to consummate the Closing as provided in Section 7.1 hereof, Buyer’s failure to deliver the Termination Notice within the Feasibility Period shall conclusively be considered Buyer’s approval of all matters relating to the Property. 5.2.2 During the Feasibility Period Period, Buyer may terminate this Agreement and Buyer's Agents shall be granted a right of entry on the Real Property to perform such soil, engineering and geological tests and other physical inspections, including building systems and components, to make such other reports as Buyer shall deem appropriate and for any reason relating other purpose related to Buyer's proposed use of the Property. Buyer's entry onto the Real Property as provided in this Section 5.2 is referred to herein as the "Inspection." Buyer's right of entry upon the Real Property for the purposes of the Inspection shall be subject to, and Buyer agrees to perform, each of the following conditions and covenants, all of which shall survive the delivery of the Deed (as hereinafter defined) and the Closing: (i) Buyer shall pay all costs, expenses, liabilities and charges incurred by Buyer related to Buyer's entry. (ii) Buyer, at Buyer's sole cost, shall repair all damage or injury caused by Buyer or Buyer's Agents in connection with any such inspection or entry and shall return the Real Property to the Feasibility Matterscondition existing prior to such entry, it being understood, however, that Buyer shall not be responsible for damage due to the mere discovery of a pre-existing condition, provided Buyer shall be responsible for any exacerbation of a pre-existing condition resulting from Buyer's activities. (iii) Any such entry upon the Real Property shall be upon reasonable notice to Seller and shall be at reasonable times during normal business hours and shall not unreasonably interfere with the Seller's and/or Stoke's operations on the Real Property. Seller shall have the right to accompany Buyer and Buyer's Agents during any entry upon the Real Property and to require that Buyer and Buyer's Agents comply with Seller's reasonable security procedures. (iv) Buyer shall keep the Real Property free and clear of all liens arising out of Buyer's activities conducted upon the Real Property. (v) Buyer shall indemnify and hold Seller harmless from any lien, loss, claim, liability or expense, including reasonable attorneys' fees and costs, arising out of or in connection with the Inspection; provided, however, that while the foregoing indemnity does not include damage arising from the mere discovery of a pre-existing condition, the indemnity shall cover any exacerbation of a pre-existing condition resulting from the Inspection. Such obligation to indemnify and hold Seller harmless shall survive Closing or any termination of this Agreement. (vi) Buyer shall provide (or cause Buyer's Agents to provide) liability insurance with a combined single limit of liability not less than Three Million Dollars ($3,000,000), either under Buyer's policy or such insurance provided by Buyer's Agents, and which liability insurance shall cover all activities performed by Buyer or Buyer's Agents, in connection with the Inspection activities. Seller shall be named as an additional insured upon such insurance. Buyer shall provide proof of such insurance in the form of a certificate of insurance prior to, and as a condition of, any such entry. (vii) Buyer shall not conduct any invasive testing of the Real Property without Seller's prior written approval, which shall include a work plan acceptable to Seller and the execution of a license agreement by Buyer, Seller and the consultant performing such testing ("License Agreement"). Prior to performing any environmental tests or studies on the Real Property beyond the scope of work generally performed in a "Phase I" environmental property assessment study, Buyer shall notify Seller of the scope of work intended to be performed and shall provide Seller an opportunity to confer, either directly or through Seller's consultants, with Buyer's environmental consultants in order to determine whether to consent to any sampling or testing of surface or subsurface soils, surface water or ground water. Seller shall not unreasonably withhold consent to any inspections of the existing Improvements (including asbestos testing) requested to be performed by Buyer. Seller may elect to deny Buyer permission to conduct invasive testing or other inspections of the soils, surface water or ground water based on Seller's good faith determination, in its sole discretion, upon that such inspections are inadvisable, including without limitation for any of the following reasons: (A) Seller's environmental consultants object to the methodology or procedures of the inspections proposed, or (B) such inspections otherwise do not satisfy the requirements set forth in this Section 5 or the License Agreement. In any event, if Seller has not consented or refused to consent in writing to such environmental tests or studies within three (3) Working Days of Buyer's written notice notification to Seller. Failure by Buyer to timely deliver the Feasibility Approval Notice and the Title Approval Notice Seller requesting such consent, Seller shall be deemed disapproval to have refused to consent to such tests and/or studies. Prior to the Closing, all information derived from Buyer's tests and test results shall, to the extent permissible under existing law, remain confidential and shall not be disclosed to any party other than as is necessary to consummate the transaction contemplated hereby or to exercise Buyer's rights hereunder including, without limitation, to Buyer's counsel and its consultants, and to Buyer's prospective lenders and partners, if any, or to comply with applicable law or regulations. At Seller's request, Buyer shall provide Seller with copies of all reports and test results relating to Buyer's tests and evaluations of the Feasibility Matters and/or Title Matters, as applicable. If Buyer disapproves (environmental or is deemed to have disapproved) physical condition of the Feasibility Matters as provided herein, then this Agreement shall automatically terminate and Real Property prior to the provisions of Section 3.7.1 shall apply, in which case Closing. Buyer shall be responsible for obtain all consultants' consent to the foregoing as a part of any Escrow termination feesretention agreement with the consultant. Seller's rights to such reports and test results relating to the environmental or physical conditions of the Real Property shall survive the Closing and recording of the Deed from Seller to Buyer. Buyer shall reasonably cooperate bear the costs and expenses with Buyerrespect to its feasibility studies hereunder, including, but in no event shall the Feasibility Period be extendednot limited to, unless by mutual written agreement executed by both Seller all environmental matters 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 Buyerinvestigations.

Feasibility Period. Buyer For a period beginning on the Effective Date of this Agreement and continuing for thirty (30) days thereafter (as such may be extended, the “Feasibility Period”), Purchaser shall have until 5:00 P.M. Pacific Time the right of investigation and inspection of the Property, including, without limitation site visits and physical inspections of the Property, obtaining a Phase I Environmental Assessment, property condition assessment, zoning report and survey, and the right of investigation of the Disclosure Documents, as well as the right to obtain financing on terms acceptable to Purchaser, to determine whether or not Purchaser desires to proceed with the purchase of the Property. Purchaser agrees that Purchaser must obtain Seller’s prior written approval for any testing conducted on the date Property which is eighteen months from more invasive than a Phase I Environmental Site Assessment. For the Opening sake of Escrow clarity, the Feasibility Period will be to determine that each individual Parcel collectively constituting the Property is acceptable or not and is an “all-or-nothing” decision (i.e., Purchaser agrees that it will not be able to proceed with certain Parcels to the "exclusion of others). During such Feasibility Period") , and during the period prior to review the suitability Closing, Purchaser and Purchaser’s agents shall have the right of access to the Property for Buyer's use the purpose of conducting such investigation and development thereof for the Planned Useinspection, including, without limitation, those investigations and inspections listed hereinabove, during reasonable business hours and upon reasonable advance notice to Seller. Purchaser agrees to conduct such investigations in a commercially reasonable manner and to minimize any governmental land regulations, zoning ordinances, development costs, financial and market feasibility, disturbance to the status business operations of the entitlement or development condition of tenants upon the PropertyLand. If, the physical condition of the Property, including soil in Purchaser’s sole judgment 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 Xxxxxxxxx decides that Purchaser wishes 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 or for no reason, then Purchaser shall give Seller written notice of such fact not later than 5:00pm Central Time, on the expiration date of the Feasibility Period. Purchaser shall have no obligation to notify Seller of any reasons for such rescission, and in such event, the Escrow Deposit shall be promptly returned to Purchaser and both Parties shall be released from all further obligations hereunder, except with respect to those provisions which expressly survive the termination of this Agreement. If Purchaser does not give written notice of its election to terminate this Agreement prior to the Feasibility Matters, in its sole discretion, upon written notice to Seller. Failure by Buyer to timely deliver expiration of the Feasibility Approval Notice and Period, then the Title Approval Notice Feasibility Period shall be deemed disapproval of the Feasibility Matters and/or Title Matterspermanently waived by Purchaser, as applicable. If Buyer disapproves (or is deemed to have disapproved) of the Feasibility Matters as provided herein, then and this Agreement shall automatically terminate remain in full force and effect. Purchaser shall not cause or permit any damage or injury to the Property, and Purchaser shall repair any damage or injury to the Property resulting from Purchaser’s investigation and inspection of the Property. Except for matters resulting from the gross negligence or willful misconduct of Seller (or its representatives, employees, agents or contractors), Purchaser shall indemnify and hold harmless Seller on account of any claims, causes of action, damages and expenses, (including reasonable attorneys’ fees) arising out of or relating to any damage caused to the Property resulting from the acts of Purchaser, its agents, employees or contractors under the provisions of this Section 3.7.1 5(b) which are not the fault of Seller, and provided that the foregoing indemnity shall apply, in which case Buyer shall be responsible for not apply to Purchaser’s mere discovery of any Escrow termination feesexisting conditions. The foregoing obligations of Purchaser to repair the Property and indemnify Seller shall reasonably cooperate with Buyersurvive Closing (or the termination of this Agreement), but notwithstanding any other language to the contrary 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 Buyerthis Agreement.

Feasibility Period. For a period of thirty (30) days after the Effective Date (the “Feasibility Period”): 4.1 Buyer shall have until 5:00 P.M. Pacific Time on be entitled to inspect the date which is eighteen months from the Opening of Escrow (the "Feasibility Period") Property, to review the suitability conduct such tests, surveys, analyses and feasibility studies of the Property for Buyer's use as Buyer deems necessary, and to meet with governmental entities regarding the feasibility of 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 Property. Seller agrees to reasonably cooperate with Buyer in connection with the tests, investigation and inspection of the Property. Without limiting the generality of the foregoing, Buyer (and persons or development condition entities authorized by Buyer) shall have the right and authority to go upon the Property, from time to time on one or more occasions, for tests, surveys, analyses, and feasibility studies. Prior to commencing any invasive test or investigation, including without limitation soil, water or other sampling, testing or analysis, drilling, or boring, Buyer shall notify Seller of the scope and nature of the intended testing or investigation and shall obtain Seller’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. 4.1.1 If, as a result of Buyer’s investigations of the Property, Buyer discovers conditions regarding the physical condition of Property which Buyer deems unacceptable, Buyer shall report such information to the Property, including soil and geological assessments and a Phase I environmental audit, and available financing, and Seller on or before 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 expiration of the Feasibility Matters Period (the “Conditions Notice”). Buyer shall have the option of (i) immediately terminating this Agreement by written notice set forth in Buyer's sole and absolute discretion, and to deliver to Seller and Escrow Holder the Feasibility Approval Conditions Notice or alternatively (ii) request that the Seller cure the unacceptable conditions set forth the Conditions Notice. If Buyer requests that the Seller cure the unacceptable conditions set forth in the Conditions Notice and the Parties do not reach mutual agreement regarding the appropriate cure of the conditions set forth in the Conditions Notice within fourteen (14) days after Buyer’s delivery of the Conditions Notice, then Buyer shall have the option of (i) terminating this Agreement by written notice to the Seller within five (5) business days after the expiration of Buyer's disapproval and the Title Approval Notice. During the Feasibility Period fourteen (14) day period set for above or (ii) Buyer may proceed with the transaction as contemplated in this Agreement. Upon any termination of this Agreement by Buyer under this Section 4.1.1, the Xxxxxxx Money deposit shall be immediately returned to the Buyer. 4.1.2 Notwithstanding anything to the contrary above, Buyer shall have the right to terminate this Agreement for any reason relating to the Feasibility Matters, in its at Buyer’s sole discretion, upon discretion by written notice to Sellerthe Seller during the Feasibility Period. Failure Upon any termination of this Agreement by Buyer under this Section 4.1.2, the Xxxxxxx Money deposit shall be immediately returned to timely deliver the Buyer. 4.1.3 Buyer assumes all risk of accidents, personal injury, death, and/or property loss or damage sustained as a result of Buyer’s presence on the Property for any testing or investigation during the Feasibility Approval Notice Period. Buyer releases Seller from all liabilities, causes of action, claims, and demands that arise in any way from any injury, death, loss, or harm to person or property related to or arising from Buyer’s tests or investigations on the Title Approval Notice shall be deemed disapproval of Property during the Feasibility Matters and/or Title Matters, as applicablePeriod. If Buyer disapproves (This release does not apply to claims caused by the sole negligence or is deemed to have disapproved) willful misconduct 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 BuyerSeller.

Feasibility Period. Buyer A. For a period of Thirty (30) days following execution of this Agreement by all parties (the “Feasibility Period”), Purchaser, its agents and contractors, shall have until 5:00 P.M. Pacific Time on the date right to: (i) enter the Property, with Seller’s permission which is eighteen months will not be unreasonably withheld, for the purpose of inspecting the Property and performing tests as are suitable for Purchaser’s intended purpose; and (ii) seek zoning information from the Opening of Escrow (the "Feasibility Period") to review the suitability of the Property for Buyer's local governing authority concerning Purchaser’s intended 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. B. Within ten (10) days after Seller’s receipt of a fully executed copy of this Agreement, the physical condition if not previously delivered, Seller shall deliver to Purchaser copies of the Propertyfollowing materials related to the Property if in Seller’s possession: (i) document requested in in SCHEDULE A, including soil and geological assessments and a Phase I environmental audit, and available financing, and collectively referred to as 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 “Materials”. C. In Purchaser’s sole and absolute discretion, and to deliver to Seller and Escrow Holder if the Feasibility Approval Notice or alternatively written notice of Buyer's disapproval and Property is not suitable for Purchaser’s intended purpose, then Purchaser shall have the Title Approval Notice. During the Feasibility Period Buyer may terminate this Agreement for any reason relating to the Feasibility Matters, in its sole discretionright, upon written notice to Seller. Failure by Buyer Seller prior to timely deliver the Feasibility Approval Notice and the Title Approval Notice shall be deemed disapproval expiration of the Feasibility Matters and/or Title MattersPeriod, as applicable. If Buyer disapproves (or is deemed to have disapproved) of the Feasibility Matters as provided herein, then terminate this Agreement shall automatically terminate and the provisions of Section 3.7.1 shall applyAgreement, in which case Buyer event the Deposit shall be responsible refunded in full to Purchaser and the parties shall have no further obligation or liability to one another, except for any liability pursuant to the indemnity provisions of Paragraphs 4D., 10 and 11. The Escrow Agent shall return the Deposit within seven (7) days after receipt of Purchaser’s termination feesof the Agreement. Seller shall reasonably cooperate with Buyer, but in no event shall Purchaser acknowledges that the Feasibility Period will not be extendedextended for any reason, unless by mutual written agreement executed by both Seller and Buyer. Any fees regardless of whether Purchaser has completed its inspections or costs associated with Buyer electing zoning inquiry. D. If Purchaser fails to take acquire the Property, Purchaser agrees: (i) to repair any portion damage arising as a result of its exercise of the Property out right of access granted in this Paragraph 4; (ii) to indemnify and hold Seller harmless from any and all liability of any kind or nature whatsoever as a result of the Xxxxxxxxxx Act shall be paid by Buyerexercise of such right of access, other than as a result of Seller’s negligence or misconduct or the negligence or misconduct of Seller’s agents, employees or contractors; and (iii) to return the Materials to Seller.