Feasibility Contingency Clause Samples

Feasibility Contingency. (i) Optionee shall have the right (w) to conduct all inspections, investigations, tests and studies of the Eligible Properties as Optionee deems necessary or desirable in connection with Optionee’s anticipated development of the Eligible Properties, (x) to review all documents, materials and files in the possession of Optionors and Optionor Parent relating to the Eligible Properties, Optionors or Optionor Parent, excluding any such items generated internally by Optionors or Optionor Parent, or which are proprietary, or which are subject to a confidentiality agreement, (y) to investigate all such other matters as Optionee determines to consider with respect to the Eligible Properties, Optionors and Optionor Parent, and (z) to have discussions with applicable governmental bodies and agencies regarding the Eligible Properties and the development of the Eligible Properties. As of the Option Acceptance Date, Optionee shall be deemed to have conducted all physical inspections, title review, document and file review and other due diligence it determined was necessary with respect to each Property, each Optionor and Optionor Parent and shall be deemed to have fully accepted the results of such investigations. (ii) At any time during the Feasibility Period, Optionee shall have the right, for any reason or no reason whatsoever, to terminate this Agreement (i) in its entirety, or (ii) as to one or more Eligible Properties (i.e., to reject an Eligible Property or Eligible Properties) by delivering a written notice of such termination to the Optionor that owns the interest in such Eligible Property(ies) and Escrow Holder. Such notice shall indicate whether this Agreement is being terminated in its entirety or whether only certain Eligible Properties are being rejected. If Optionee so terminates, or is deemed to have terminated this Agreement in its entirety, then (i) Escrow Holder shall promptly return the First Option Payment to Optionee, and deliver all documents deposited with Escrow Holder to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have any further rights or obligations hereunder, other than the obligations related to a termination of this Agreement and the indemnity obligation of Optionors pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected ...

Feasibility Contingency. Buyer, at its sole expense, may conduct an investigatory review of the economics, financial assumptions, general and local market conditions, and project build-out feasibility related to the development of the Property. If Buyer shall deem, in its sole and absolute discretion, that its intended use of the Property appears to be economically viable and feasible then notification shall be provided to Seller in writing, on or before the last day of the Due Diligence Period, stating that this contingency has been removed.

Feasibility Contingency. The obligation of Purchaser to close the ----------------------- transaction contemplated hereby is, at the option of Purchaser, subject to Purchaser's being satisfied, in Purchaser's sole and absolute discretion, with the Records, Lease, Contracts and reports for the Property and the results of its physical inspections of the Property, including, but not limited to, environmental and engineering reports, and the availability of financing for the proposed acquisition (the "Feasibility Contingency"). Purchaser shall have through September 30, 2001 (the period from the date hereof through September 30, 2001 being the "Contingency Period") for satisfaction of the Feasibility Contingency. If Purchaser does not terminate this Agreement by written notice to Seller given prior to the expiration of the Contingency Period, Purchaser shall be deemed to have satisfied the Feasibility Contingency, in which event, subject to the terms and conditions hereof, Purchaser shall be obligated to close the transaction contemplated hereby. If Purchaser does terminate this Agreement by written notice to Seller given prior to the expiration of the Contingency Period, the interest on the Deposit shall forthwith be released to Purchaser from Escrow, the Deposit shall forthwith be released to Seller from Escrow, and, thereupon, this Agreement shall become null and void and neither party shall have any further rights and obligations hereunder, other than the Surviving Obligations.

Feasibility Contingency. Buyer’s obligations under this Agreement are conditioned upon ▇▇▇▇▇'s satisfaction, in Buyer’s sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the Property; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the ▇▇▇▇▇▇▇ money unless Buyer gives notice that the Feasibility Contingency is satisfied to Seller before 5:00pm on the Feasibility Contingency Date. If such notice is timely given, the feasibility contingency shall be deemed to be satisfied and Buyer shall be deemed to have accepted and waived any objection regarding any aspects of the Property as they exist on the Feasibility Contingency Date.

Feasibility Contingency. Commencing as of the Effective Date and continuing through 5:00 p.m. Pacific time on the date that the City of Seattle Department of Construction and Inspections (the “City”) issues the excavation and shoring permit (the “Permit”) for the project located at the Receiving Property (the “Feasibility Period”), Buyer shall conduct a review with respect to the project being constructed on the Receiving Property (the “Project”) and satisfy itself, in its sole discretion, that its purchase and use of the Development Rights is feasible (the “Feasibility Contingency”). ▇▇▇▇▇’s determination that the purchase of the Development Rights is feasible may depend on, among other things, whether the City confirms that when the Development Rights have been purchased by Buyer pursuant to this Agreement, the City will recognize the transfer of the Development Rights to the Project, the Development Rights will be usable for the Project, and the Development Rights will satisfy the bonus floor area requirements for the Project under the SMC.

Feasibility Contingency. (a) The obligations of Purchaser under this Contract and consummation of Closing are, in Purchaser’s sole and absolute discretion, subject to Purchaser performing due diligence, completing an inspection of the Property, and determining, in Purchaser’s sole and absolute discretion, that it is feasible for Purchaser to own and operate the Property in a manner and upon terms and conditions satisfactory to Purchaser (collectively, “Due Diligence Activities”). Purchaser will have until 11:59 p.m., Pacific Time, on that date which is two hundred seventy (270) days after the Effective Date (as may be extended pursuant to Section 5(e) below, the “Inspection Period”), to perform such Due Diligence Activities as Purchaser may desire in its sole and absolute discretion, including, but not limited to, invasive testing, such as soil borings, installation of groundwater monitoring ▇▇▇▇▇ and collection of soil and groundwater samples in connection with a Phase II environmental assessment. During the Inspection Period, Purchaser may file applications with applicable governing authorities for approval to plat or replat the Property for its planned development, and to obtain development commitments, entitlements, permits and approvals, all as may be deemed necessary by Purchaser in connection with its contemplated use and development of the Property (collectively, all of the foregoing commitments, entitlements, permits, and approvals are the “Approvals”), and Seller agrees to cooperate with ▇▇▇▇▇▇▇▇▇ and execute such documents reasonably required in connection with the Approvals. Such Approvals will not impose any burden or be binding upon the Property prior to Closing, nor impose any cost or liability on Seller, except to the extent consented to by Seller, which consent will not be unreasonably withheld. (b) Prior to any entry upon the Property by Purchaser, or its contractor, agent, employee, consultant, or other third party at Purchaser’s direction (each, a “Purchaser Consultant”), Purchaser and any Purchaser Consultant entering the Property shall maintain liability insurance coverage issued with combined single limits of not less than $2,000,000 per occurrence which includes Seller as an additional insured on a primary and noncontributory basis, and, if requested by ▇▇▇▇▇▇ in writing, will provide Seller with proof of such coverage. Any Purchaser Consultant that seeks to perform invasive testing or collect samples from the Property shall maintain pollution liability ins...

Feasibility Contingency. Subject to Buyer not interfering with the use and enjoyment of the Property by any tenant occupying any part of the Property, Buyer shall have the right to examine the Property, the existence of hazardous or toxic substances or pollutants as defined in Environmental Laws, and the zoning and applicable governmental regulations, statutes and ordinances pertaining to the Property, at any time after the execution of this Agreement, with any persons whom it shall designate. “Environmental Laws” shall mean the Resource Conservation and Recovery Act (as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (as amended by the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. §9601, et seq.; the Hazardous Materials T▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, et seq.; the Toxic Substances C▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking W▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, et sec.; the Clean W▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, et seq.; the Arizona Hazardous Waste Management Act, A.R.S. §49-921, et seq.; and the Arizona Environmental Quality Act, A.R.S. §49-1001, et seq., or any other applicable State or Federal environmental protection law or regulation. Seller shall permit access to the Property to Buyer and any persons designated by Buyer, and Seller shall afford them the opportunity to conduct, prepare and perform any tests, studies, and surveys upon the Property that Buyer deems necessary to assist it in determining whether the Property is appropriate for the purposes contemplated by Buyer. Upon completion of all such tests, studies and surveys, Buyer shall fill all holes produced by it and restore the Property to its condition existing prior to any tests or inspections. Buyer shall indemnify, protect, defend and hold Seller harmless for, from and against all claims, costs, fees or liability of any kind caused by the acts of Buyer or Buyer’s agents pursuant to this Section 7(b). The foregoing obligation of Buyer shall survive any termination of this Agreement and Seller’s remedies for breach hereof shall not be limited by the provisions of Section 9(b) of this Agreement. In the event Buyer in its sole and absolute discretion determines that the Property is not suitable for its purposes, Buyer may, at any time on or before 5:00 P.M. (central daylight time) on the thirtieth (30th) day following the Opening of...

Feasibility Contingency. Assignee shall have until January 16th, 1996 (the "REVIEW PERIOD"), or such later date as mutually agreed to by the parties to perform a feasibility analysis of the Property. During this time Assignee will conduct and review soil tests, engineering, planning, site planning, utilities, wetlands, environmental risk, title, survey and other reviews determined to be necessary by the Assignee. In addition, Assignee shall review the costs proposed to be reimbursed by Assignee pursuant to SECTION 3 above. If Assignee determines, in its sole discretion, that the Property is not suitable for development by Assignee, or Assignor and Assignee are unable to agree upon the costs to be reimbursed, then Assignee shall have the right to terminate this Agreement by delivering written notice thereof to Assignor at any time prior to the end of the Review Period, in which case the E▇▇▇▇▇▇ Money shall be promptly refunded to Assignee and this Agreement shall be terminated. If Assignee fails to so notify Assignor, then Assignee shall be deemed to have waived this feasibility contingency and this Agreement shall remain in full force and effect, subject to the Regulatory Approvals (as defined below) contingency and other contingencies set forth herein and therein.

Feasibility Contingency. ▇▇▇▇▇▇’▇ obligation to purchase the Property is contingent upon the results of ▇▇▇▇▇▇’▇ inspection and feasibility analysis of the Property. 7.1. Within 5 days after executing this Agreement (and as a continuing obligation of Seller until Closing or termination of this Agreement for any new items), Seller shall deliver to ▇▇▇▇▇▇ copies of all materials, documents, reports, correspondence, and other information relating to the Property in the possession or control of Seller, including without limitation, any environmental, soils, oil tank and geotechnical tests and reports, any inspection or conditions reports, any critical area or wetlands reports, any water rights, permits, or certificates, any proposed or approved grading plans, any notices and significant communications with the City, County, State, federal government and any other government authority, department, commission or board of fire underwriters, public utility district or similar body (collectively, “Government Authorities”), any permits, applications, approvals and entitlement work, any plans, surveys, drawings, specifications and any engineering work (in Auto-CAD format, if available), any documents addressing the availability of public infrastructure including, without limitation, electrical, telephone, cable, water and sewer; school and roadway impact fees (if any); affordable housing and park requirements (if any); copies of agreements that would impact the use or development of the Property, and any warranties or guarantees (collectively, “Submission Items”). If Seller fails to deliver the Submission Items within the time required, the Feasibility Deadline (defined below) shall be extended on a day-for-day basis until all such Submission Items have been delivered. The Submission Items shall not be amended or modified by Seller in any way after delivery to ▇▇▇▇▇▇. If Seller knows of any material item or other information concerning the Property that is not within its possession or control, Seller shall notify ▇▇▇▇▇▇ so that ▇▇▇▇▇▇ may attempt to obtain it. Additionally, and at the same time as the Submission Items, Seller shall deliver to ▇▇▇▇▇▇ a completed Seller Disclosure Statement to the extent required by Applicable Laws (defined below). 7.2. ▇▇▇▇▇▇ may conduct a feasibility analysis of the Property, at its sole cost and expense, to determine whether or not the Property is suitable to ▇▇▇▇▇▇, in ▇▇▇▇▇▇’▇ sole and absolute discretion. ▇▇▇▇▇▇’▇ feasibility analysis may include, but is...