Common use of Physical Adequacy Determination Clause in Contracts

Physical Adequacy Determination. Sonnenblick shall determine whether the Site is suitable for development of the Development, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and the parking, access and utility requirements imposed on or simply required by Developments of this type and any other environmental, regulatory or practical business factors that the Sonnenblick deems relevant. If, in Sonnenblick judgment based on such investigations and analyses, too much of the Site is not suitable for development (other than as part of the Parks), Sonnenblick may notify the City in writing prior to the expiration of the Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by Sonnenblick this Agreement shall be terminated without further action of any party, and thereafter no party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as provided in Sections 3.3 (Waiver of Lis Pendens), Section 3.4 (Right of Entry/Restoration) and Section 3.6 (No Commissions) which shall survive termination. If Sonnenblick does not deliver an Unsuitability Notice during the Negotiating Period, then the Site shall be deemed physically suitable for development of the Development and any executed DA shall not provide for an additional opportunity for Sonnenblick to determine the physical suitability of the Site or for Sonnenblick to terminate the DA as a result of the purported physical unsuitability of the Site or lack of available utilities.

Physical Adequacy Determination. Sonnenblick The Developer shall have sixty (60) days after the Effective Date of this Agreement (the "Due Diligence Period") to determine whether the Site is suitable for development of the DevelopmentProject, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and development improvements, infrastructure, the parking, access and utility planning requirements imposed on or simply required by Developments projects of this type type, and any the other environmental, environmental and regulatory or practical business factors that the Sonnenblick Developer deems relevant. If, in Sonnenblick the Developer' judgment based on such investigations and analyses, too much of the Site any portion is not suitable for development (other than as part of development, the Parks), Sonnenblick may Developer shall notify the City in writing prior to the expiration of the initial Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by Sonnenblick the Developer, this Agreement shall be terminated without further action of any partyParty, and thereafter no party Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as provided set forth in Sections 3.3 (Waiver of Lis Pendens)Section 2.8, Section 3.4 (Right of Entry/Restoration) 3.6, and Section 3.6 (No Commissions) which shall survive termination3.8 and return of the Initial Deposit and any unspent Reimbursement Deposit. If Sonnenblick the Developer does not deliver an Unsuitability Notice during the initial Negotiating Period, then the Site shall be deemed physically suitable for development of the Development Project and any executed DA DDA shall not provide for an additional opportunity for Sonnenblick the Developer to determine the physical suitability of the Site or for Sonnenblick the Developer to terminate the DA DDA as a result of the purported physical unsuitability unsuitability. Any DDA shall provide that the Site is to be conveyed to the Developer in its "as- is" condition as of the Site or lack of available utilitiesdate Developer is deemed to have waived its rights to send an Unsuitability Notice under this Agreement.

Physical Adequacy Determination. Sonnenblick shall determine whether the Site is suitable for development of the Development, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and the parking, access and utility requirements imposed on or simply required by Developments of this type and any other environmental, regulatory or practical business factors that the Sonnenblick deems relevant. If, in Sonnenblick judgment based on such investigations and analyses, too much of the Site is not suitable for development (other than as part of the Parks), Sonnenblick may notify the City in writing prior to the expiration of the Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by Sonnenblick this Agreement shall be terminated without further action of any partyParty, and thereafter no party Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as provided in Sections 3.3 (Waiver of Lis Pendens), Section 3.4 (Right of Entry/Restoration) and Section 3.6 (No Commissions) which shall survive termination. If Sonnenblick does not deliver an Unsuitability Notice during the Negotiating Period, then the Site shall be deemed physically suitable for development of the Development and any executed DA shall not provide for an additional opportunity for Sonnenblick to determine the physical suitability of the Site or for Sonnenblick to terminate the DA as a result of the purported physical unsuitability of the Site or lack of available utilities.

Physical Adequacy Determination. Sonnenblick The Developer shall have sixty (60) days after the Effective Date of this Agreement (the "Due Diligence Period") to determine whether the Site is suitable for development of the DevelopmentProject, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, the massing of the proposed Development improvements and development improvements, infrastructure, the parking, access and utility planning requirements imposed on or simply required by Developments projects of this type type, and any the other environmental, environmental and regulatory or practical business factors that the Sonnenblick Developer deems relevant. If, in Sonnenblick the Developer's judgment based on such investigations and analyses, too much of the Site any portion is not suitable for development (other than as part of development, the Parks), Sonnenblick may Developer shall notify the City in writing prior to the expiration of the Negotiating Due Diligence Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by Sonnenblick the Developer, this Agreement shall be terminated without further action of any partyParty, and thereafter no party Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as provided set forth in Sections 3.3 (Waiver of Lis Pendens)Section 2.8, Section 3.4 (Right of Entry/Restoration) 3.3, Section 3.6, and Section 3.6 (No Commissions) which shall survive termination3.8 and the return of any unspent Reimbursement Deposit. If Sonnenblick the Developer does not deliver an Unsuitability Notice during the Negotiating Due Diligence Period, then the Site shall be deemed physically suitable for development of the Development Project and any executed DA DDA shall not provide for an additional opportunity for Sonnenblick the Developer to determine the physical suitability of the Site or for Sonnenblick the Developer to terminate the DA DDA as a result of the purported physical unsuitability unsuitability. Any DDA shall provide that the Site is to be conveyed to the Developer in its "as-is" condition. The DDA will address material changes to the condition of the Site or lack of available utilitiesthat are identified prior to closing and that will have a material adverse effect on the Developer's ability to develop the Project.