Common use of Feasibility Contingency Clause in Contracts

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 Escrow, (the “Feasibility Date”), terminate this Agreement by written notice to Seller and Escrow Agent, provided, however, that Seller shall in all events be entitled to retain the First Deposit. If Buyer fails to give timely written notice of termination of this Agreement on or prior to the Feasibility Date, then Buyer shall be deemed to have waived any right to terminate this Agreement under this Section 7(b). Buyer and Seller acknowledge and agree that in order to evaluate the feasibility of acquiring the Property, Buyer may prepare or cause to be prepared reports, studies, surveys, drawings, plats, plans and specifications, filings, and other documents and information concerning the physical condition of the Property (collectively, “Buyer’s Studies”). Within five (5) days following Buyer’s receipt of any item which constitutes a Buyer’s Study (other than any marketing studies and other proprietary or confidential information of Buyer), Buyer agrees to deliver (without representation or warranty) a copy of such Buyer’s Study to Seller. Buyer further agrees to cause any Buyer’s Study, which is capable of being certified by the preparer of such Buyer Study, to be certified in favor of Seller such that Seller shall have the right to rely upon the Buyer Study. In the event this Agreement is terminated, Buyer shall be deemed to have assigned to Seller (without representation or warranty) the Buyer’s Studies and the agreements concerning the preparation of Buyer’s Studies shall permit such an assignment. Seller has provided to Buyer copies of the Permits and Service and Management Agreements (as defined in Section 8(a) below).

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 Escrow, (the “Feasibility Date”), terminate this Agreement by written notice to Seller and Escrow Agent, provided, however, that Seller shall in all events be entitled to retain the First Deposit. If Buyer fails to give timely written notice of termination of this Agreement on or prior to the Feasibility Date, then Buyer shall be deemed to have waived any right to terminate this Agreement under this Section 7(b). Buyer and Seller acknowledge and agree that in order to evaluate the feasibility of acquiring the Property, Buyer may prepare or cause to be prepared reports, studies, surveys, drawings, plats, plans and specifications, filings, and other documents and information concerning the physical condition of the Property (collectively, “Buyer’s Studies”). Within five (5) days following Buyer’s receipt of any item which constitutes a Buyer’s Study (other than any marketing studies and other proprietary or confidential information of Buyer), Buyer agrees to deliver (without representation or warranty) a copy of such Buyer’s Study to Seller. Buyer further agrees to cause any Buyer’s Study, which is capable of being certified by the preparer of such Buyer Study, to be certified in favor of Seller such that Seller shall have the right to rely upon the Buyer Study. In the event this Agreement is terminated, Buyer shall be deemed to have assigned to Seller (without representation or warranty) the Buyer’s Studies and the agreements concerning the preparation of Buyer’s Studies shall permit such an assignment. Seller has provided to Buyer copies of the Permits and Service and Management Agreements (as defined in Section 8(a) below).