Common use of Approval Period Clause in Contracts

Approval Period. Purchaser shall obtain all necessary or required Subdivision Approvals for the Property and all permits from governmental authorities having jurisdiction, including, but not limited to, all planning and zoning permits, variances and other regulatory approvals for Purchaser’s development and use of the Property (the “Approvals”), during the Approval Period. The “Approval Period” shall consist of the Initial Approval Period and, if applicable, the Extended Approval Period (each as defined herein). The “Initial Approval Period” shall be the period commencing on the first day after the expiration of the Inspection Period, and ending on the date that is five hundred and forty (540) days after the expiration of the Inspection Period. In pursuing the Approvals, in no event shall Purchaser cause (by requesting a parking variance or otherwise) the number of parking spaces on the HD Property to be less than the sum of (A) the minimum number of parking spaces on the HD Property under applicable governmental rules, regulations and ordinances (without variance), plus (B) twenty-five (25) parking spaces. Notwithstanding the foregoing, prior to making any submittals to any governmental authorities, Purchaser shall deliver to Seller a copy of the proposed submittal and any other documents required by Seller for Seller’s review and prior written approval, as more particularly provided in Section 8 below. Purchaser shall pursue the Approvals in good faith and with all due diligence. To that end, subject to the provisions of Section 8 below, Purchaser shall make all necessary applications and submittals to all applicable governmental authorities in sufficient time to obtain all Approvals within the Initial Approval Period. At the expiration of the Initial Approval Period, regardless of any extensions that may be exercised or granted hereunder, the Deposits shall be nonrefundable to Purchaser, except upon a termination of this Agreement due to a default by Seller or as otherwise specifically provided herein. In the event Purchaser has made diligent efforts but is unable to obtain the Approvals prior to the end of the Initial Approval Period, Purchaser shall have the right, at Purchaser’s election, to extend the Initial Approval Period (the “Extended Approval Period”) for three (3) successive periods of thirty (30) days each (each, an “Extension Option”). If Purchaser elects to exercise an Extension Option as provided herein, Purchaser shall notify Seller of such election in writing prior to the end of the Initial Approval Period or the then current Extended Approval Period, as the case may be, and shall in each instance simultaneously deliver to Seller’s Solicitors, as an additional deposit, the sum of ten thousand dollars ($10,000.00) (collectively, the “Extension Deposits”, and each individually, an “Extension Deposit”). The Extension Deposits shall be credited against the Purchase Price, if Closing occurs, but upon deposit shall be nonrefundable to Purchaser, unless this Agreement is terminated due to a default by Seller and may be released to Seller at any time upon Seller’s request. Further, from and after the expiration of the Initial Approval Period, the Deposits may be released to Seller at any time, upon Seller’s written request to Seller’s Solicitors. If Purchaser is unable to obtain the Approvals prior to the end of the Approval Period, Purchaser shall either (i) terminate this Agreement by giving written notice to Seller on or before the end of the Approval Period, whereupon (x) if such termination occurs prior to the expiration of the Initial Approval Period, the Initial Deposit shall be paid to Seller and the Additional Deposit shall be refunded to Purchaser (after deducting the Review Fee), or (y) if such termination occurs after the expiration of the Initial Approval Period, all Deposits, including any Extension Deposit, shall be paid to or retained by Seller, as the case may be, and Purchaser shall pay Seller the Review Fee, or (ii) unless Purchaser has failed to obtain the Subdivision Approvals or any necessary HD Property Approvals as provided in Section 8(d) below (in which case the provisions of such Section 8(d) shall apply in respect of the termination of this Agreement), consummate the purchase of the Property as set forth herein. Upon a termination of this Agreement pursuant to this Section 7(c), Purchaser shall deliver to Seller the Confidential Information and this Agreement shall be null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein.

Approval Period. Purchaser shall obtain all necessary or required Subdivision Approvals for In the Property and all permits from governmental authorities having jurisdictionevent Buyer does not terminate this Agreement pursuant to Section 6.6 above, including, but not limited to, all planning and zoning permits, variances and other regulatory approvals for Purchaser’s development and use of the Property (the “Approvals”), during the Approval Period. The “Approval Period” shall consist of the Initial Approval Period and, if applicable, the Extended Approval Period (each as defined herein). The “Initial Approval Period” shall be the period commencing on the first day after then upon the expiration of the Inspection Study Period, and ending on the date that is five hundred and forty (540) days after the expiration of the Inspection Period. In pursuing the Approvals, in no event shall Purchaser cause (by requesting a parking variance or otherwise) the number of parking spaces on the HD Property to be less than the sum of (A) the minimum number of parking spaces on the HD Property under applicable governmental rules, regulations and ordinances (without variance), plus (B) twenty-five (25) parking spaces. Notwithstanding the foregoing, prior to making any submittals to any governmental authorities, Purchaser Buyer shall deliver to Seller a copy list of the proposed submittal and any other documents required by Seller for Seller’s review and prior written approval, as more particularly provided in Section 8 below. Purchaser shall pursue the Approvals in good faith and with all due diligence. To that end, subject to the provisions of Section 8 below, Purchaser shall make all necessary applications licenses, approvals and submittals permits required under Applicable Law (the "Approvals") for the Property to all applicable governmental authorities in sufficient time to obtain all Approvals within be used by Buyer for manufacturing, warehousing, distribution of beer and related products, a tour center and general office uses (the Initial Approval Period"Proposed Use"). At Buyer shall have until the expiration of the Initial Approval PeriodPeriod to diligently pursue the issuance of the Approvals and Seller agrees to execute any and all papers presented to it by Buyer in connection with such Approvals, regardless of provided, however, that (a) Seller shall have no responsibility or liability whatsoever, financial or otherwise, with respect to any extensions such Approvals and (b) any Approvals that may be exercised or granted hereunder, the Deposits shall be nonrefundable to Purchaser, except have an impact upon a termination of this Agreement due to a default other land owned by Seller or as otherwise specifically provided hereinits Affiliates [*] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. In shall be subject to the event Purchaser has made diligent efforts but is unable approval of Seller, which approval shall not be unreasonably withheld, conditioned or delayed. Applications for the foregoing Approvals may be filed by Buyer in the name of, or on behalf of Seller, subject to Seller's prior approval of said applications, not to be unreasonably withheld conditioned or delayed. The parties acknowledge that Buyer and Seller, or an Affiliate of Seller, have entered into a Consulting Agreement of even date herewith regarding the Approvals. The obligations of the parties hereto are separate and independent of the obligations of the parties under the Consulting Agreement, and the obligations of the parties hereunder shall not be affected thereby. Without limiting Buyer's other rights and remedies hereunder, if Buyer fails to obtain the Approvals prior to the end of the Initial Approval PeriodApprovals, Purchaser shall have the right, at Purchaser’s election, to extend the Initial Approval Period (the “Extended Approval Period”) for three (3) successive periods of thirty (30) days each (each, an “Extension Option”). If Purchaser elects to exercise an Extension Option as provided herein, Purchaser shall notify Seller of such election in writing prior to the end of the Initial Approval Period or the then current Extended Approval Period, as the case may be, and shall in each instance simultaneously deliver to Seller’s Solicitors, as an additional deposit, the sum of ten thousand dollars ($10,000.00) (collectively, the “Extension Deposits”, and each individually, an “Extension Deposit”). The Extension Deposits shall be credited against the Purchase Price, if Closing occurs, but upon deposit shall be nonrefundable to Purchaser, unless this Agreement is terminated due to a default by Seller and may be released to Seller at any time upon Seller’s request. Further, from and after the expiration of the Initial Approval Period, the Deposits may be released to Seller at any time, upon Seller’s written request to Seller’s Solicitors. If Purchaser is unable to obtain the Approvals prior to the end of the Approval Period, Purchaser shall either (i) terminate this Agreement by giving written notice to Seller on or before the end of the Approval Period, whereupon (x) if such termination occurs prior to the expiration of the Initial Approval PeriodPeriod Buyer shall have the right to either: (i) terminate this Agreement, by providing written notice of such election to Seller, and receive a return on the Initial Deposit shall be paid to Seller and the Additional Deposit shall be refunded to Purchaser (after deducting the Review Fee), or (y) if such termination occurs after the expiration refundable portion of the Initial Approval Period, all Deposits, including any Extension Deposit, shall be paid Deposit pursuant to or retained by Seller, as the case may be, and Purchaser shall pay Seller the Review Fee, Article 10; or (ii) unless Purchaser has failed elect to obtain extend the Subdivision Approvals or any necessary HD Property Approvals as provided in Section 8(dApproval Period for an additional thirty (30) below days. Buyer shall have the right to exercise such thirty (in which case the provisions of such Section 8(d30) shall apply in respect day extension of the termination Approval Period no more than [*] times, provided that at the time of this Agreement)each such extension Buyer pays directly to Seller an additional, consummate non-refundable deposit (subject to Section 17.2) of [*] with the purchase Escrow Agent, to be credited to Buyer against the Purchase Price at the time of the Property as set forth herein. Upon a termination of this Agreement pursuant to this Section 7(c), Purchaser shall deliver to Seller the Confidential Information and this Agreement Closing (such additional deposits shall be null and void and included within the definition of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein"Deposit").