Physical Adequacy Determination. Sonnenblick shall determine whether the Site is suitable for development of the Development, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and the parking, access and utility requirements imposed on or simply required by Developments of this type and any other environmental, regulatory or practical business factors that the Sonnenblick deems relevant. If, in Sonnenblick judgment based on such investigations and analyses, too much of the Site is not suitable for development (other than as part of the Parks), Sonnenblick may notify the City in writing prior to the expiration of the Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by Sonnenblick this Agreement shall be terminated without further action of any party, and thereafter no party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as provided in Sections 3.3 (Waiver of Lis Pendens), Section 3.4 (Right of Entry/Restoration) and Section 3.6 (No Commissions) which shall survive termination. If Sonnenblick does not deliver an Unsuitability Notice during the Negotiating Period, then the Site shall be deemed physically suitable for development of the Development and any executed DA shall not provide for an additional opportunity for Sonnenblick to determine the physical suitability of the Site or for Sonnenblick to terminate the DA as a result of the purported physical unsuitability of the Site or lack of available utilities.
Physical Adequacy Determination. The Developer shall determine whether the Property is suitable for development of the Project, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, and the other environmental and regulatory factors that the Developer deems relevant. If, in the Developer's judgment based on such investigations and analyses, any portion of the Property is not suitable for development, the Developer shall notify the County in writing prior to the expiration of the Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by the Developer, this Agreement shall be terminated without further action of any Party, and thereafter no Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as set forth in Sections 3.3, Section 3.6, and Section 3.14. If the Developer does not deliver an Unsuitability Notice during the Negotiating Period, then the Property shall be deemed physically suitable for development of the Project; provided, however, that any executed Conveyance Agreement will provide for an additional opportunity for the Developer to determine the physical suitability of the Property and for the Developer to terminate the Conveyance Agreement as a result of the purported physical unsuitability of the Property. Any Conveyance Agreement shall provide that the Property is conveyed to the Developer in its then current "as-is" condition.
