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14. Conditions Precedent to Seller's Obligations: All of Seller's duties, obligations and liabilities to Buyer
<br />under this Agreement are wholly contingent upon the following conditions precedent (collectively, the "Seller's
<br />Conditions "):
<br />(a) The information provided by Buyer to Seller in all submissions provided as part of the request for
<br />qualification and request for proposal process preceding this Agreement, as well as all the "Submittals" (as hereinafter
<br />defined), shall be found in every respect to be true and accurate.
<br />(b) Upon or prior to February 2, 2015, Buyer shall have provided the following to Seller (the "Submittals "):
<br />(i) drawings and plans as required by the architectural review board and the planning commission ( "Plans ") that
<br />reasonably evidence that Buyer shall construct Phase I of the Project generally outlined on Exhibit "B" for delivery to
<br />arm's - length purchasers not later than the date that is the 24 -month anniversary of the Effective Date, subject to delays
<br />caused by or attributable to Acts of God, labor strikes, material shortages, inclement weather and other matters beyond
<br />Buyer's reasonable control; and (ii) Plans that reasonably evidence that Buyer shall construct Phase 11 of the Project
<br />generally outlined on Exhibit "B" for delivery to arm's- length purchasers not later than the date that is the 36 -month
<br />anniversary of the Effective Date, subject to delays caused by or attributable to Acts of God, labor strikes, material
<br />shortages, inclement weather and other matters beyond Buyer's reasonable control; and (iii) other submittals as may
<br />be reasonably required by the city in writing. Buyer's Submittals shall be subject to applicable laws, including but not
<br />limited to building and zoning requirements, as well as any additional review by and approval from Seller's board of
<br />building standards/architectural board of review, planning commission and, if necessary, board of zoning appeals, but
<br />otherwise shall not be subject to Seller's satisfaction or approval.
<br />(c) Buyer's representations and warranties are true and correct in all material respects.
<br />In the event any of Seller's Conditions set forth in this Section are not satisfied by the end of the Inspection
<br />Period, Seller may, by written notice to Buyer not later than 5:00 p.m. on the end of the Inspection Period, terminate
<br />this Agreement, whereupon the Deposit (and any Additional Deposit) shall be retained by and paid to Seller and the
<br />parties shall, thereafter, be released from any further obligations hereunder each to the other, and Buyer shall pay all
<br />the expenses of the Escrow Agent and the Title Company. In the event that Seller elects not to terminate this
<br />Agreement, Seller shall be deemed to have waived its right to terminate based on Seller's Conditions, and the parties
<br />shall proceed to Closing upon the terms contained herein without an adjustment in the Purchase Price.
<br />15. Due Diligence, Inspection and Right of Access: During the Inspection Period, upon notice to and
<br />coordination with Seller, Buyer (and Buyer's consultant(s) or agcm(s)) shall at Buyer's sole expense have the right to
<br />assess, analyze, inspect, test and evaluate the Property from and after the Effective Date to determine the suitability
<br />and feasibility of the Property for Buyer's intended use thereof ( "Due Diligence "); provided Buyer does not violate
<br />any covenants and restrictions imposed oil the Property as reflected in documents on public record. Upon notice to and
<br />in coordination with Seller, Buyer and Buyer's consultant(s) or agent(s) shall have the right to enter upon the Property
<br />(at Buyer's sole expense) to inspect and examine the same and to conduct any and all studies, testing, borings, surveys,
<br />examinations and sampling and obtain all such Tests and Reports as Buyer or Buyer's lender (as applicable) deem
<br />either necessary or desirable (the "Inspections "). Buyer shall, at Buyer's expense, reasonably restore the Property to
<br />the preexisting condition thereof (if and as applicable). Buyer hereby agrees to indemnify, defend and hold harmless
<br />Seller from and against any losses, liabilities, damages, costs or expenses incurred by Seller as a result of Buyer's
<br />inspection activities at the Property; provided, however, notwithstanding any other provisions of this Agreement,
<br />Seller shall have no liability for Buyer's discovery of negative facts regarding the Property and any resulting
<br />diminution in the value of the Property. Buyer acknowledges and agrees that any such trrspections conducted by Buyer
<br />or Buyer's agents and representatives shall be solely at the risk of Buyer. Buyer shall carry commercial general
<br />liability insurance covering all activities conducted by Buyer, its agents, contractors and engineers on the Property.
<br />Such insurance shall have limits of not less than $1,000,000.00 for personal injury to or death of any one person,
<br />$2,000,000.00 for personal injury to or death of any number of persons in any one accident and $500,000.00 for
<br />property damage, and shall name Seller as an additional insured. All of the obligations of Buyer under this Section
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