Common use of Feasibility Contingency Clause in Contracts

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 Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates of such Optionors.

Feasibility Contingency. (i) Optionee ‌ Developer shall have the right (w) to conduct all inspections, investigations, tests and studies of a feasibility study (the Eligible Properties as Optionee deems necessary or desirable in connection with Optionee’s anticipated development of the Eligible Properties, (x“Feasibility Study”) 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 Real Property and the development of proposed Project beginning on the Eligible Properties. As of the Option Acceptance Date, Optionee shall be deemed to have conducted all physical inspections, title review, document Execution Date 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 continuing until the Feasibility Study Expiration Date (the “Feasibility Study Period”). If, within the Feasibility Study Period, Optionee shall have the rightDeveloper shall, for any reason in Developer’s sole discretion, or no reason whatsoeverwithout any reason, disapprove of or be dissatisfied with any aspect of the Real Property or the Project and the economic or logistical feasibility thereof or the feasibility of obtaining the PDR Decision or other necessary or desired Permits, then Developer shall be entitled to terminate this Agreement as provided below. During the Feasibility Study Period, Developer shall perform the following due diligence activities: (i1) inspect the condition of title to the Real Property pursuant to subsection 5.2 below, and (2) perform or commence the performance of any other due diligence and feasibility investigations, studies and tests with respect to the Real Property and its condition and/or the economic feasibility of the Project as are permitted by this Agreement and as Developer deems necessary or advisable, in its entiretysole discretion, or (ii) as including, without limitation, preparation of a survey and environmental testing. Developer may terminate this Agreement at any time prior to one or more Eligible Properties (i.e., to reject an Eligible Property or Eligible Properties) the Feasibility Study Expiration Date by delivering a providing written notice of to Owner that Developer elects to terminate this Agreement, which termination shall be effective immediately. This Agreement shall automatically terminate without notice at 5:00 p.m. Pacific time on the Feasibility Study Expiration Date unless on or before such termination time and date Developer notifies Owner in writing that Developer does not elect to the Optionor that owns the interest in such Eligible Property(ies) and Escrow Holderterminate this Agreement pursuant to this Section 5.1. Such notice shall indicate whether If this Agreement is being terminated in its entirety accordance with the provisions of this Section 5.1, the Deposit shall be returned to Developer by Escrow Agent, a copy of all feasibility investigations, studies and tests performed or whether only certain Eligible Properties are being rejected. If Optionee so terminatesproduced by or for Developer, including copies of any CAD files related survey preparation or is deemed environmental testing, shall be delivered to have terminated this Agreement in its entirety, then (i) Escrow Holder shall promptly return the First Option Payment to OptioneeOwner, 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 Party shall have any further rights rights, duties or obligations hereunder, other than under this Agreement except for those that expressly survive 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 terminationAgreement. If Optionee only terminates this Agreement as to one or more rejected Eligible Propertiesis not terminated in accordance with the provisions of this Section 5.1, then (i) Escrow Holder the Deposit shall promptly return thereafter be non- refundable to Developer, except in the applicable Project First Option Payment event of an Owner Default or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in a Condemnation Event. In connection with such termination for such rejected Eligible PropertiesDeveloper’s Feasibility Study, Owner shall make available to Developer (iiiwithout warranty) neither party shall have any further rights surveys, studies, environmental reports or obligations hereunder investigations, soils reports, traffic studies, environmental impact statements, development applications and similar materials in the actual possession of Owner with respect to the Real Property, including any such rejected Eligible Properties, other than materials regarding the Real Property received by Owner or its consultants (Ato the extent such materials are in the actual possession of Owner) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect prior efforts by Cypress Equities to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, develop the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicableReal Property, to the respective affiliates extent the same may be disclosed without violating any agreement between Cypress Equities and Owner. For purposes of clarity, Owner shall have no obligation to provide Developer with records in the actual possession of third parties; however, Owner shall, at no expense to Owner, reasonably cooperate with Developer’s efforts to obtain documents from third parties and provide such Optionorsconsents or permissions to such third parties as may be reasonably necessary and commercially reasonable.

Feasibility Contingency. (a) It is specifically understood that Purchaser presently contemplates construction of, among other improvements, a light industrial project on the Property ("Project"), with density, design, improvements, and uses conceptually depicted on Exhibit "D" ("Project Concept Drawing"). It is, therefore, specifically agreed that ▇▇▇▇▇▇▇▇▇'s obligation to close hereunder is conditioned upon the satisfaction of each of the following conditions ("Purchaser Conditions") within the Feasibility Period, or by such later date as may be provided below (any of which conditions may be waived by Purchaser upon giving written notice of such waiver to Seller)("Feasibility Contingency"). For purposes of this Agreement, the "Feasibility Period" shall mean the period of time between and including the Effective Date and the first Business Day ("Feasibility Expiration Date") after the date that is one full calendar year following the later of (i) Optionee the Effective Date or (ii) the date that Seller delivers all of the Property Materials (defined in Section 7(b) below); provided that the Feasibility Expiration Date will be delayed for so long as the conditions set forth in Section 7(c) are not satisfied. If any of the Purchaser Conditions have not been satisfied as of the then-current Feasibility Expiration Date, then Purchaser shall have the right to extend the Feasibility Period until the date that is the next Business Day following the ninety (w90) to conduct all inspections, investigations, tests day period after said Feasibility Expiration Date by converting Fifty Thousand and studies No/100 Dollars ($50,000.00) of the Eligible Properties as Optionee deems necessary or desirable in connection with Optionee’s anticipated development principal amount of the Eligible Properties▇▇▇▇▇▇▇ Money Note to cash ("Extension Deposit"), (x) to review all documentswhich Extension Deposit, materials and files in the possession of Optionors and Optionor Parent relating to the Eligible Propertiesalong with any previous Extension Deposits, 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 be part of the ▇▇▇▇▇▇▇ Money Deposit and shall be deemed to have fully accepted non-refundable (except for a default by Seller, failure of a Purchaser Condition, casualty, condemnation or in the results event any material representation or material warranty of such investigations. (ii) At any time during Seller shall not be substantially true and correct at the Feasibility Period, Optionee Closing). Purchaser shall have the right, for any reason or no reason whatsoever, right extend the Feasibility Period as provided in this paragraph up to terminate this Agreement two (i2) 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 Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates of such Optionorstimes.

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, reviewing the Documents, 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 one hundred twenty (120) days after the Effective Date (as may be extended pursuant to Section 5(e) of this Contract, 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. Seller acknowledges that Purchaser has furnished Seller with a Memorandum of Insurance evidencing the insurance required to be maintained under this Contract. The referenced Memorandum of Insurance reflects Purchaser's insured status. Any Purchaser Consultant that seeks to perform invasive testing or collect samples from the Property shall maintain pollution liability insurance with limits of not less than $2,000,000, and shall provide evidence that Seller is named as an additional insured on such policy prior to entering the Property. (c) Purchaser and Purchaser Consultants may enter upon the Property at all reasonable times during the term of the Contract to conduct engineering, environmental and geotechnical studies or any other inspections or tests. Purchaser will indemnify and hold Seller harmless from and against any and all losses or costs incurred by Seller due to any injuries to persons or damage to the Land or Improvements resulting from such studies, inspections, and/or tests, and if Purchaser fails to close its acquisition of the Property pursuant to this Contract, Purchaser will restore any material damage to the Land or Improvements caused by Purchaser or Purchaser Consultants to a reasonable equivalent of its pre-inspection condition; provided, however, that Purchaser shall not be obligated to indemnify or hold Seller harmless from any losses or costs arising out of or relating to (i) Optionee shall have acts or omissions of Seller, its agents, or representatives; (ii) Hazardous Materials (defined below) not first placed on the right Property by Purchaser or Purchaser Consultants; or (wiii) to conduct all inspectionsmere discovery of conditions, investigationsfacts, tests and studies or circumstances that adversely affect (or may adversely affect) the value of the Eligible Properties as Optionee deems necessary or desirable in connection with Optionee’s anticipated development Property. Purchaser's obligations under this Section shall survive termination of this Contract for a period of twelve (12) months. (d) Prior to the expiration of the Eligible PropertiesInspection Period, Purchaser will provide to Seller a list of Service Contracts, if any, which Purchaser desires Seller to assign to Purchaser at Closing. Seller will assign the Approved Service Contracts at Closing. Seller will terminate all Service Contracts other than the Approved Service Contracts, effective at or prior to Closing. (xe) Purchaser may extend the Inspection Period for up to review all documentsthree (3) additional periods of forty-five (45) days each by (i) delivering to Seller and Title Company written notice of Purchaser's election to extend the Inspection Period then in effect, materials and files in the possession of Optionors and Optionor Parent relating prior 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 expiration of the Eligible Properties, Optionors and Optionor ParentInspection Period, and (zii) to have discussions depositing with applicable governmental bodies and agencies regarding Title Company the Eligible Properties and sum of THIRTY-FIVE THOUSAND AND 00/100THS DOLLARS ($35,000) ("Extension Fee") within three (3) Business Days after the development expiration of the Eligible PropertiesInspection Period then in effect. As The Title Company shall hold the Extension Fee in an interest bearing account until Closing. The Extension Fee (and interest on such Extension Fee) will constitute additional ▇▇▇▇▇▇▇ Money and will be applied against the Purchase Price at Closing, but will be non-refundable to Purchaser if Purchaser elects a discretionary termination of the Option Acceptance Date, Optionee shall be deemed Contract during the Inspection Period as provided in this Section. The parties acknowledge and agree that Purchaser's deposit of the Extension Fee is not subject 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 investigationsStatute. (iif) At If Purchaser elects to proceed with Closing, then Purchaser will notify Seller and Title Company in writing (the "Approval Notice") prior to the expiration of the Inspection Period. Unless the Approval Notice is previously delivered to Seller, upon the expiration of the Inspection Period, the City of Jacksonville and/or Title Company, as the case may be, will promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and will disburse any time Extension Fee to Seller, and all obligations of the parties under this Contract will terminate, excepting those obligations that expressly survive termination. In addition, if Purchaser notifies Seller during the Feasibility Period, Optionee shall have Inspection Period that it does not intend to proceed with the right, acquisition of the Property (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) Purchaser's sole 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 entiretyabsolute discretion), then (i) Escrow Holder shall the City of Jacksonville and/or Title Company, as the case may be, will promptly return the First Option Payment ▇▇▇▇▇▇▇ Money to OptioneePurchaser and will disburse any Extension Fee to Seller, and deliver all documents deposited with Escrow Holder to obligations of the party who deposited such documentsparties under this Contract will terminate, (ii) Optionee shall pay except for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have any further rights or those obligations hereunder, other than the obligations related to a that expressly survive 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 Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates of such OptionorsContract.

Feasibility Contingency. (i) Optionee shall have the right (wx) 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 Optionor pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee Optionor with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors Optionor shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates an affiliate of such OptionorsOptionor.

Feasibility Contingency. Buyer shall verify within 30 days (i10 days, if not filled in) Optionee shall have after mutual acceptance (the right (w“Feasibility Contingency Expiration Date”) to conduct all inspections, investigations, tests and studies the suitability of the Eligible Properties as Optionee deems necessary Property for Buyer's intended purpose including, but not limited to, whether the Property can be platted, developed and/or built on (now or desirable in connection with Optionee’s anticipated development of the Eligible Properties, (x) to review all documents, materials and files in the possession future) and what it will cost to do this. This Feasibility Contingency SHALL CONCLUSIVELY BE DEEMED WAIVED unless Buyer gives notice of Optionors disapproval on or before the Feasibility Contingency Expiration Date. If ▇▇▇▇▇ gives a timely notice of disapproval, then this Agreement shall terminate and Optionor Parent relating the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer. Buyer should not rely on any oral statements concerning feasibility made by the Eligible PropertiesSeller, Optionors Listing Broker or Optionor Parent, excluding any such items generated internally by Optionors Selling Broker. Buyer should inquire at the city 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 Parentcounty, and (z) water, sewer or other special districts in which the Property is located. Buyer’s inquiry shall include, but not be limited to: building or development moratoria applicable to have discussions with applicable governmental bodies or being considered for the Property; any special building requirements, including setbacks, height limits or restrictions on where buildings may be constructed on the Property; whether the Property is affected by a flood zone, wetlands, shorelands or other environmentally sensitive area; road, school, fire and agencies regarding any other growth mitigation or impact fees that must be paid; the Eligible Properties procedure and the development length of the Eligible Propertiestime necessary to obtain plat approval and/or a building permit; sufficient water, sewer and utility and any services connection charges; and all other charges that must be paid. As of the Option Acceptance Date▇▇▇▇▇ and ▇▇▇▇▇’s agents, Optionee shall be deemed to have conducted all physical inspectionsrepresentatives, title reviewconsultants, document architects 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 engineers shall have the right, for any reason or no reason whatsoeverfrom time to time during the feasibility contingency, to terminate this Agreement (i) in its entirety, enter onto the Property and to conduct any tests or (ii) as studies that Buyer may need to one or more Eligible Properties (i.e., to reject an Eligible ascertain the condition and suitability of the Property or Eligible Properties) by delivering a written notice of such termination for ▇▇▇▇▇’s intended purpose. Buyer shall restore the Property and all improvements on the Property to the Optionor that owns the interest same condition they were 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 prior to the party who deposited such documents, (ii) Optionee inspection. Buyer shall pay be responsible for all escrow and title cancellation fees due in connection with such termination, and (iii) neither party shall have damages resulting from any further rights or obligations hereunder, other than inspection of 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 Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after OptioneeProperty performed on ▇▇▇▇▇’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates of such Optionorsbehalf.

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 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 Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates of such Optionors.

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 Optionor and Optionor Parent relating to the Eligible Properties, Optionors Optionor or Optionor Parent, excluding any such items generated internally by Optionors Optionor 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 Optionor 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 Optionor pursuant to Section 4(d) hereof, which shall survive such termination. If Optionee only terminates this Agreement as to one or more rejected Eligible Properties, then (i) Escrow Holder shall promptly return the applicable Project First Option Payment or Project First Option Payments to Optionee, and deliver all documents deposited with Escrow Holder related to such rejected Eligible Properties to the party who deposited such documents, (ii) Optionee shall pay for all escrow and title cancellation fees due in connection with such termination for such rejected Eligible Properties, (iii) neither party shall have any further rights or obligations hereunder with respect to such rejected Eligible Properties, other than (A) the obligations related to a termination of this Agreement with respect to such rejected Eligible Properties and the indemnity obligation of Optionee with respect to such rejected Eligible Properties pursuant to Section 4(d) hereof, which shall survive such termination, and (B) promptly after Optionee’s delivery of such notice with respect to such rejected Eligible Properties, the applicable Optionors Optionor shall transfer such Eligible Properties, by deed or assignment, as applicable, to the respective affiliates an affiliate of such OptionorsOptionor.