Common use of Development Approvals Clause in Contracts

Development Approvals. Attached hereto as Exhibit A is a time schedule for applying for and obtaining Development Approvals and Construction Permits (both as hereinafter defined), which schedule may be modified from time to time by agreement of Cheshire and CareMatrix (the "Schedule"). CareMatrix shall, as Owner's agent, and in accordance with the Schedule, apply for and diligently pursue all required federal, state and local approvals and permits needed for the Project, including, but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (the "Development Approvals"), but, excluding permits required to commence construction on the Property; e.g., building permits, foundation permits, grading permits, clearing permits or other similar construction related permits (the "Construction Permits"). Cheshire shall cooperate with CareMatrix and assist CareMatrix in its efforts to obtain the Development Approvals and shall sign all necessary applications in connection therewith. CareMatrix shall use reasonable efforts to obtain the Development Approvals in accordance with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the negligence, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the Development Approvals.

Development Approvals. Attached In the event Buyer acquires the Property, Buyer intends to construct, or cause to be constructed, a residential development project thereon (“Proposed Development”). Following the expiration of the Due Diligence Period, provided Buyer delivers its Inspection Approval Notice on or before the expiration of the Due Diligence Period, Buyer shall have the right to pursue the following in connection with the Proposed Development (collectively, “Development Approvals”), the parties hereto that acknowledging that in the event Buyer does not close the purchase of the Property that Seller will be bound by the Development Approvals obtained by Buyer (or Seller as Exhibit A is provided below): (i) approval by the City of Scotts Valley of a time General Plan Amendment application prepared by Buyer which changes the general plan designation for the Property to permit residential development on the Property, (ii) approval by the City of Scotts Valley of an environmental impact report (or issuance of a negative declaration, if applicable), with respect to the residential development project contemplated to be developed by Buyer on the Property, (iii) approval by the City of Scotts Valley of a rezoning of the Property to allow for the development of for-sale residential units on the Property (consistent with the General Plan Amendment referred to above), (iv) site and architectural review approval by the City of Scotts Valley with respect to Buyer’s contemplated development of the Property (consistent with the General Plan Amendment), (v) approval by the City of Scotts Valley of a Tentative Map for the Property which provides for the creation of multiple residential lots within the Property, and (vi) such other permits and approvals as may be required to develop the Proposed Development. During the Due Diligence Period, Buyer will provide to Seller, for Seller’s approval (which shall not be unreasonably withheld or delayed) a tentative entitlement schedule for applying Buyer’s submittal of applications for and obtaining Development Approvals and Construction Permits the identification of a consulting team to be hired or employed by Buyer in connection with the pursuit of the Development Approvals. Seller acknowledges that such entitlement schedule to be furnished by Buyer to Seller for Seller’s approval will set forth target dates for submittals of Development Approval applications but that due to City procedural requirements, many of which are outside of Buyer’s control, Buyer may or may not be able meet such target dates for submittal of such Development Approval applications. Buyer and Seller agree to meet bi-weekly to coordinate the processing of Development Approval applications. During the Due Diligence Period, Seller shall continue to process for approval by the City of Scotts Valley, the applications for Development Approvals referred to in clauses (both as hereinafter defined)i) though (iii) of the immediately preceding paragraph, except that Seller shall not make any modifications or changes to such applications or Development Approvals without the prior written consent of Buyer (which schedule may consent shall not be modified from time to time by agreement of Cheshire and CareMatrix (the "Schedule"unreasonably withheld). CareMatrix shallPromptly following the expiration of the Due Diligence Period, as Owner's agentprovided Buyer has delivered its Inspection Approval Notice to Seller, Seller shall assign to Buyer in writing all of Seller’s Development Approval applications and in accordance with the Scheduleengineering and architecture applicable thereto, apply for and diligently pursue all required federal, state and local approvals and permits needed for the Project, including, but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water if any. Neither Seller nor Buyer make any representation or environmental matters (the "Development Approvals"), but, excluding permits required to commence construction on the Property; e.g., building permits, foundation permits, grading permits, clearing permits warranty that Buyer or other similar construction related permits (the "Construction Permits"). Cheshire shall cooperate with CareMatrix and assist CareMatrix in its efforts Seller will be able to obtain the Development Approvals and shall sign all necessary applications in connection therewith. CareMatrix shall use reasonable efforts to obtain the Development Approvals in accordance with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the negligence, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the Development Approvalsthem.

Development Approvals. Attached hereto as Exhibit A VTUSA‘s intended use of the Option Land is to create a time schedule for applying for XXX to be integrated into and obtaining Development Approvals with the railway station and Construction Permits parking garage to be developed by VTUSA on the adjoining parcels conveyed to VTUSA under the Conveyance Agreement (both as hereinafter defined), which schedule may be modified from time to time by agreement of Cheshire and CareMatrix (the "ScheduleVTUSA's Intended Use"). CareMatrix shallVTUSA confirms and acknowledges that as of the Effective Date, the City’s Zoning Code does not provide a XXX zoning category. Accordingly, without representation or warranty as Ownerto the likelihood of obtaining any required land use change, creation of a XXX (or similar) Zoning with Land Development Regulations, a rezoning of the Option Land to XXX (if a XXX zoning ordinance is adopted),a Development Agreement with the City (as applicable) and Site Plan Approval for the XXX, VTUSA shall have the right, during the term of this Agreement and at VTUSA's agentsole cost, expense and risk, to apply for, seek and obtain all land use and zoning approvals, permits, orders, development orders, site plans, and in accordance with the Scheduleplats, apply for and diligently pursue all required federal, state and local other approvals and permits needed authorizations, all as VTUSA deems necessary or desirable for VTUSA's Intended Use (all of the Projectforegoing, includingafter issuance and expiration of all applicable appeals periods, but not limited being referred to approvals herein individually as an "Approval" and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (collectively as the "Development Approvals"), but, excluding permits required . City agrees to commence construction on the Property; e.g., building permits, foundation permits, grading permits, clearing permits or other similar construction related permits (the "Construction Permits"). Cheshire shall cooperate with CareMatrix and assist CareMatrix VTUSA in its VTUSA's efforts to obtain the Development Approvals and shall sign all necessary applications as specified herein. In that regard, City agrees to execute within a reasonable period after written request from VTUSA an owner's authorization form (for application by a contract VTUSA) at the request of VTUSA in connection therewithwith all petitions, applications, consents and other instruments as VTUSA may request so as to permit VTUSA to apply for the Approvals prior to Closing. CareMatrix City shall use reasonable have no obligation whatsoever, beyond execution of the aforesaid authorization, to assist VTUSA's efforts to obtain the Development Approvals Approvals. City covenants and agrees not to withdraw any authorization made to the applicable governmental authorities in accordance connection with the Scheduleforegoing unless requested in writing by VTUSA or in the event of a default hereunder by VTUSA or a termination of this Agreement. If a Development Approval is deniedNotwithstanding City's agreement to cooperate with VTUSA's efforts to seek and obtain the Approvals, CareMatrix any delay or denial in VTUSA's receipt of the Approvals will not limit, affect or delay VTUSA's obligations under this Agreement. Furthermore, and notwithstanding anything to the contrary contained herein, VTUSA shall not be obligated authorized to appeal such denial; apply for any Approval(s), and if a Development Approval is granted, but a third party appeals such approval, CareMatrix City shall not be obligated provide authorization (or otherwise cooperate), unless and until VTUSA provides a written, legal opinion to defend such appeal. If CareMatrix elects the City sufficient to confirm that (in the event VTUSA does not proceed to appeal a denial or to defend an appeal, as purchase the case may be, as to Option Land for any Development Approval other than a necessary zone change, and Cheshire elects to take such action on its own behalfreason whatsoever), the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%issuance of any Approval(s) will not adversely impact or restrict the continued current use and operation of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending Option Land and such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the negligence, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 continued use and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph operation will remain lawful and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay compliant with all costs, including attorneys' fees, associated with the Development Approvalsapplicable zoning and land use regulations.

Development Approvals. Attached hereto The term "Development Approvals" as Exhibit A used in this Agreement, shall mean all City approvals, consents, permits, amendments, rezonings, special exceptions or variances as well as such other official actions of the Governmental Authorities which are necessary to develop each Project Phase and the Project as a whole and each Project Phase. As soon as practicable and prior to closing on each Project Phase, but no longer than what is a time schedule for applying for and obtaining Development Approvals and Construction Permits (both as hereinafter defined), which schedule may be modified from time to time by agreement of Cheshire and CareMatrix (shown on the "Schedule"). CareMatrix shallCritical Path, as Owner's agent, and revised from time-to-time in accordance with this Agreement, the ScheduleDeveloper shall submit to the CRA for its review and approval, apply for all applications and diligently pursue all other submittals required federal, state and local approvals and permits needed for the Project, including, but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (the "Development Approvals"), but, excluding permits required to commence construction on the Property; e.g., building permits, foundation permits, grading permits, clearing permits or other similar construction related permits (the "Construction Permits"). Cheshire shall cooperate with CareMatrix and assist CareMatrix in its efforts to obtain the Development Approvals for the respective Project Phase, such approval not to be unreasonably withheld, delayed or conditioned provided applications and shall sign other submittals are consistent with the approved Project Phase and comply with all necessary Applicable Laws. Following such review and approval, the CRA hereby agrees to execute and deliver to the Developer, in the CRA's capacity as the owner of the CRA Property, all applications in connection therewith. CareMatrix shall use reasonable efforts and other submittals required to obtain the Development Approvals. If any such documents in which the CRA's joinder is requested contain material financial obligations binding (or which may become binding) upon the CRA, such obligations must be assumed by the Developer. If this Agreement is terminated, then upon the CRA's request, Developer shall withdraw all of its pending applications and terminate all agreements which are terminable and/or withdrawable by Developer, with respect to the Development Approvals, which foregoing obligations shall survive termination of this Agreement. No later than the time of Site Plan submittal to the City, the Developer shall complete and submit to the CRA: all design requirements, including the proposed Site Plan prior to submittal; preliminary civil engineering; any other plans and specifications required for the development to proceed; design elements (excluding logos) for the various buildings within the Project, including definitions of sample architectural styles with representative illustrations; and copies of applications for any Development Approvals required for the development and construction of the Project. The CRA shall approve the foregoing if they are substantially consistent with the Pre-Development Plan attached hereto as Exhibit B. Thereafter, the Development Approvals shall proceed in accordance with the Schedule. If a City’s ordinances and Land Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; Code and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, representative design elements and Cheshire elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) style portion of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone changedocuments, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused once approved by the negligenceCRA, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining will be the Development Approvals shall constitute a claim “Architectural Scheme” for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the Development ApprovalsProject.

Development Approvals. Attached hereto as Exhibit A is a time schedule for applying for and obtaining Development Approvals and Construction Permits (both as hereinafter defined), which schedule may be modified from time to time by agreement of Cheshire Woodbridge and CareMatrix (the "Schedule"). CareMatrix shall, as Owner's agent, and in accordance with the Schedule, apply for and diligently pursue all required federal, state and local approvals and permits needed for the Project, including, but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (the "Development Approvals"), but, excluding permits required to commence construction on the Property; e.g., building permits, foundation permits, grading permits, clearing permits or other similar construction related permits (the "Construction Permits"). Cheshire Woodbridge shall cooperate with CareMatrix and assist CareMatrix in its efforts to obtain the Development Approvals and shall sign all necessary applications in connection therewith. CareMatrix shall use reasonable efforts to obtain the Development Approvals in accordance with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a third Third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire Woodbridge elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire Woodbridge in pursuing or defending such appeal. If Cheshire Woodbridge elects to pursue or defend any appeal relating to a zone change, such appeal shall be at CheshireWoodbridge's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the negligence, willful act or omission of CareMatrix. Cheshire Woodbridge acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 15 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the Development Approvals.

Development Approvals. Attached hereto as Exhibit A is a time schedule Landlord shall be solely responsible for applying for procuring all permits, certificates, approvals and obtaining Development Approvals and Construction Permits (both as hereinafter defined)other entitlements from any State, which schedule County, City or other public agencies with jurisdiction that may be modified from time necessary to time by agreement of Cheshire develop, construct and CareMatrix occupy the Project in the manner prescribed in the Lease (the "Schedule"). CareMatrix shallcollectively, as Owner's agent, and in accordance with the Schedule, apply for and diligently pursue all required federal, state and local approvals and permits needed for the Project, including, but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (the "Development Approvals"), but, excluding permits required to commence construction on the Property; e.g., building permits, foundation permitsincluding without limitation any design review approvals, grading permits, clearing building permits or other similar construction related permits (and certificates of occupancy. Landlord shall use commercially reasonable and diligent efforts in seeking to procure all necessary Development Approvals by the "Construction Permits"). Cheshire applicable dates set forth in the Project Development Schedule, and shall cooperate bear all costs and expenses associated with CareMatrix and assist CareMatrix in its efforts to obtain the procurement of the Development Approvals, including without limitation all application fees, engineering, architectural and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each shall consult, cooperate and coordinate with the other in connection with the Development Approval procurement process, including without limitation reviewing applications for Development Approvals during the Design Meetings, and Tenant's input to Landlord shall be considered in good faith. Landlord shall make available to Tenant upon request copies of all applications that are submitted to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Rider, Tenant shall have the right to approve the provisions of any Development Approvals that would materially and adversely affect Tenant's use and occupancy of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheld, delayed or conditioned, and shall sign all be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation of the reasons therefor and if feasible, the steps necessary applications in connection therewith. CareMatrix shall use reasonable efforts to obtain gain Tenant's approval, within seven days after receipt of the proposed provisions of the Development Approvals Approvals. By way of illustration and not in accordance with limitation of the Schedule. If foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval is deniedthat would require Tenant to fund the development of a fire station, CareMatrix shall but it would not be obligated to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the negligence, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the Development Approvals.reasonable for

Development Approvals. Attached hereto as Exhibit A is a time schedule for applying for and obtaining Buyer shall have from the Effective Date until October 12, 2016 (the “Development Approvals Period”) in which to obtain any and Construction Permits (both as hereinafter defined)all entitlements, which schedule may be modified from time to time by agreement of Cheshire tax incentives/rebates, authorizations and CareMatrix (the "Schedule"). CareMatrix shall, as Owner's agent, and in accordance with the Schedule, apply for and diligently pursue all required federal, state and local approvals and permits needed for the Projectpermits, including, but not limited without limitation curb cuts for ingress and egress, including to approvals and permits required under relevant laws relating to from NW 35th Avenue, platting, building approvals, permits, zoning, wetlandsvariances, parking utility permits, authorizations and curb cutseasements, highway and traffic, historic districts, sewer and water or environmental matters management district permits for surface water and storm water management and storage, necessary for Buyer’s Contemplated Use (the "“Development Approvals"”). Seller shall, butupon request by Buyer (at no expense to Seller) execute, excluding permits required or request Current Owner to commence construction on execute, any and all documentation necessary for Buyer to apply for such Development Approvals. Notwithstanding the Property; e.g.foregoing, building permitsnothing set forth herein shall constitute preapproval, foundation permitsor a commitment to approve, grading permits, clearing any request for Development Approvals submitted to Seller in its capacity as the Governmental Authority charged with review of any applications or granting of any requested permits or other similar construction related permits (the "Construction Permits")approvals. Cheshire shall cooperate with CareMatrix and assist CareMatrix in its efforts If Buyer is unable to obtain the Development Approvals and shall sign all necessary applications in connection therewith. CareMatrix shall use reasonable efforts to obtain within the Development Approvals Period Buyer may terminate this Agreement by providing written notice prior to the end of the Development Approvals Period to Seller, Escrow Agent, and the Current Owner, in which event this Agreement shall be deemed terminated, and the Deposit shall be returned to Buyer and all obligations of Buyer to Seller, or Seller to Buyer, except those specifically surviving Closing or earlier termination hereof shall be null and void. The Parties acknowledge that, subsequent to Closing and upon development of the Property, Buyer shall be responsible for constructing a storm water detention pond in accordance with all applicable laws which storm water detention pond shall provide drainage exclusively for the ScheduleProperty. If a Development Approval is denied, CareMatrix Buyer shall have no obligation to provide drainage for any other portion for the real property owned by Current Owner. The foregoing shall not be obligated impose upon Current Owner the obligation to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial construct any drainage or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire elects to take such action facilities on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused other real property owned by the negligence, willful act or omission Current Owner unless and until necessary for the construction of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, CareMatrix shall pay all costs, including attorneys' fees, associated with the Development Approvalsimprovements upon such additional property.

Development Approvals. Attached hereto Buyer's obligation to purchase the Property shall be expressly conditioned upon Buyer, at its sole cost and expense, obtaining approval from Charlotte County and other governmental authorities having jurisdiction for all necessary governmental permits and approvals, except Final Detail Plan Approval to construct up to 2,400 single family and multi- family density units, up to a 150 Key Hotel and 200,000 square feet of commercial and retail space pursuant to the conceptual site plan attached as Exhibit A is a time schedule for applying for and obtaining Development Approvals and Construction Permits "B" (both as hereinafter defined), which schedule may be modified from time to time by agreement of Cheshire and CareMatrix "Site Plan") (the "ScheduleIntended Use"). CareMatrix shall, Buyer may make modifications to the Site Plan as OwnerBuyer finalizes Buyer's agent, development plans and in accordance with the Schedule, apply for and diligently pursue all required federal, state and local pursues governmental approvals and permits needed for the Project, including, but not limited Property. The governmental approvals shall include those set forth on attached Exhibit "C" with all applicable appeal periods having expired with no appeals having been filed or any appeals having been dismissed with prejudice and the terms of the governmental approvals are acceptable to approvals and permits required under relevant laws relating Buyer in its sole discretion (hereinafter collectively referred to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or environmental matters (as the "Development Approvals"), but, excluding permits . Buyer shall have the right to pursue and obtain the Development Approvals at any time after the Effective Date. Buyer shall commence the process of making applications for the Development Approvals within ninety (90) days after the expiration of the Inspection Period. MVCRA and County shall cooperate reasonably with Buyer in connection with the Development Approvals at no cost to MVCRA and County. MVCRA and County (as property owner) agree to sign off on applications and other documents as may be required from time to commence construction time. County agrees to use best efforts to hold the Planning and Zoning Board hearing and Board of County Commissioners hearing on rezoning the Property; e.g., building permits, foundation permits, grading permits, clearing permits or other similar construction related permits Property in the same month. At such time as Buyer receives all of the Development Approvals (the "Construction PermitsApproval Date"), Buyer shall give notice thereof to County and MVCRA. Cheshire Buyer shall cooperate with CareMatrix and assist CareMatrix in its efforts have eighteen (18) months from the expiration of the Inspection Period to obtain the Development Approvals ("Approval Period"). In the event that the Approval Date does not occur within the Approval Period, Buyer, at Buyer's option, may elect, by written notice to County and MVCRA on or before the expiration of the Approval Period, to (A) to extend the Approval Period by an additional six (6) months, (B) terminate this Agreement, in which event the Deposit shall sign be refunded to Buyer promptly upon request, all necessary applications in connection therewith. CareMatrix rights and obligations of the parties hereunder shall use reasonable efforts to obtain the Development Approvals in accordance expire and this Agreement shall become null and void, except with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as respect to any Development Approval other than a necessary zone changeprovisions that expressly survive termination, and Cheshire elects to take such action on its own behalf, or (C) waive the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the negligence, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the limitations as to expenses of appeals in this Paragraph and subject to reimbursement as contingency set forth in this AgreementSection and consummate the purchase of the Property as set forth herein. In the event Buyer extends the Approval Period by an additional six (6) months and Buyer is unable to obtain the Governmental Approvals by the end of the six (6) month extension, CareMatrix the Buyer shall pay all costs, including attorneys' fees, associated elect Option (B) or (C) above. As soon as Buyer determines the final built-out density of its development of the Property with the Development Approvalsunderstanding Buyer's final development plans may change over the years depending on market conditions but in no event later than ten (10) years from the Closing Date, Buyer shall, at no cost to County or MVCRA, release to County and MVCRA its right to any unused residential, commercial or hotel entitlement.