Developer’s Contingencies Clause Samples
The Developer’s Contingencies clause defines specific conditions or events that must be satisfied or resolved before the developer is obligated to proceed with a project or transaction. Typically, these contingencies might include securing necessary permits, obtaining financing, or completing due diligence investigations. By outlining these prerequisites, the clause protects the developer from being contractually bound if critical requirements are not met, thereby managing risk and ensuring that the project only moves forward under favorable circumstances.
Developer’s Contingencies. Developer’s obligation to proceed to Closing shall be subject to the satisfaction of each of the following conditions:
Developer’s Contingencies. The Developer’s obligation to close on the purchase of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived:
(a) obligations required to be performed by EDA under this Agreement as of the Closing Date, including but not limited to, delivery of all of the EDA’s Documents described in Section 4.5(2) hereof; and
(b) the Developer shall have received all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project; and
(c) the Developer shall have completed such environmental investigation (including soil conditions) with respect to the Development Property as it deems prudent and shall be satisfied with the results thereof; and
(d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and
(e) on the Closing Date, the Title Company shall be irrevocably committed to issue to Developer an owner’s policy of title insurance with respect to the Development Property in form and substance approved by Developer. If the Developer determines that any of the foregoing contingencies have not been satisfied on or before the Closing Date, the Developer may, at the option of the Developer, extend the Closing Date for a period of up to 90 days by giving written notice to the EDA.
Developer’s Contingencies. A. Unless waived by Developer in writing, Developer’s obligation to proceed to Closing shall be subject to (a) performance by HEDRA of its obligations hereunder, (b) the continued accuracy of HEDRA’s representations and warranties provided in Section 13.1, and (c) Developer’s satisfaction, in Developer’s sole discretion, as to the contingencies described in this Section 5.1 within the time periods set forth below:
(1) On or before the Closing Date, Developer shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by Developer’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Property and all other inspections and due diligence regarding the Property, including any Due Diligence Materials.
(2) On or before the Closing Date, Developer shall have determined the acceptability of the Property for its intended use and incidental uses thereto (collectively, the “Proposed Use”). All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the Developer.
(3) On or before the Closing Date, Developer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, platting or replatting, zoning approvals and/or rezoning of the Property, conditional use permits, access permits, signage permits, building permits, required licenses, site plan approvals and architectural approvals (the “Approvals”). All costs and expenses related to the preparation of any documentation necessary to create any plans, specifications or the like shall be the responsibility of the Developer.
(4) On or before the Closing Date, and without limitation of the terms of Section 5.1(A)(3), Developer shall be satisfied that they may develop the Property in accordance with a site plan, architectural plan, building plan, grading and drainage plan and other plans and specifications satisfactory to Developer in their sole discretion.
(5) On or before the Closing Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that access to and from roads and the Property is adequate for the Proposed Use, including without limitation, access to the Property from the adjacent road, median cuts and curb cuts.
(6) On or before the Closing Date, Developer shall have satisfie...
Developer’s Contingencies. The Developer’s obligation to close on the sale of the Sale Property is expressly conditioned upon each of the following contingencies being satisfied or waived:
(a) the Developer shall have acquired fee title to the Development Property and the Sale Property; and
(b) the City and the Developer shall have reached an agreement on a cost sharing arrangement for the construction of improvements to both the City’s portion and the Developer’s portion of the parking lot, any documents necessary in connection therewith shall have been executed, the Developer shall have deposited funds in escrow with the City for the payment of the Developer’s portion of the parking lot improvements, and the City shall have determined of whether construction of the parking lot improvements will be publicly bid or performed by City Public Works; and
(c) the City shall have performed all of the obligations required to be performed by City under this Agreement as of the Closing Date; and
(d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and
(e) the Developer shall have received or the City shall have determined that the Developer will receive all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project including without limitation any needed variances.
Developer’s Contingencies. The Developer’s obligation to close on the purchase of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived:
(a) obligations required to be performed by EDA under this Agreement as of the Option Closing Date, including but not limited to, delivery of all of the EDA’s Documents described in Section 4.4(2) hereof; and
(b) the Developer shall have received all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project; and
(c) the Developer shall have completed such environmental investigation (including soil conditions) with respect to the Development Property as it deems prudent and shall be satisfied with the results thereof; and
(d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and
(e) on the Option Closing Date, the Developer’s Title Company shall be irrevocably committed to issue to Developer an owner’s policy of title insurance with respect to the Development Property in form and substance approved by Developer.
Developer’s Contingencies. The Developer’s obligation to close on the sale of the Sale Property is expressly conditioned the following contingencies being satisfied or waived: the EDA shall have performed all of the obligations required to be performed by EDA under this Agreement as of the Closing Date;
Developer’s Contingencies. The Developer’s obligation to close on the purchase of the City Property is expressly conditioned upon each of the following contingencies being satisfied or waived:
(a) obligations required to be performed by City under this Agreement as of the Closing Date, including but not limited to, delivery of all of the City’s Documents described in Section 4.4(2) hereof; and
(b) the Developer shall have received all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project; and
(c) the Developer shall have completed such environmental investigation (including soil conditions) with respect to the City Property as it deems prudent and shall be satisfied with the results thereof; and
(d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and
(e) on the Closing Date, the Title Company shall be irrevocably committed to issue to Developer an owner’s policy of title insurance with respect to the City Property in form and substance approved by Developer. If the Developer determines that any of the foregoing contingencies have not been satisfied on or before the Closing Date, the Developer may, at the option of the Developer, extend the Closing Date for a period of up to 90 days by giving written notice to the City.