Common use of Additional Contingencies Clause in Contracts

Additional Contingencies. (a) Subject to the terms of Section 3.4(b) below, Purchaser shall have an additional ninety (90) days after the expiration of the Inspection Period (the “Design Approval Period”) solely to obtain preliminary design approval of the proposed parking garage from the Las Colinas Association (the “Design Approval”). Purchaser represents that it will use commercially reasonable efforts to obtain the Design Approval, will propose a design that is substantially consistent with the previous design submitted by Seller and Purchaser will submit its proposed design for approval within forty-five (45) days of the Effective Date. Seller shall timely execute any instruments reasonably necessary in connection with the processing of any such approvals. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Design Approval Period as a result of the condition of the Property or Property Documents. (b) Purchaser shall have the right to negotiate leases directly with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the ▇▇▇▇▇▇▇ Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the ▇▇▇▇▇▇▇ Money. In the event that the Additional Contingencies are not met by the end of the Second Additional Contingency Period, Purchaser shall have an additional thirty (30) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the ▇▇▇▇▇▇▇ Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the ▇▇▇▇▇▇▇ Money. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the ▇▇▇▇▇▇▇ Money and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the ▇▇▇▇▇▇▇ Money shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result of casualty or condemnation or as the result of a failure of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result of (i) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination of this Agreement. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Additional Contingency Periods as a result of the condition of the Property or Property Documents.

Additional Contingencies. (a) Subject to This Agreement and the terms of Section 3.4(b) below, Purchaser shall have an additional ninety (90) days after the expiration obligations of the Inspection Period parties hereunder are further expressly contingent upon the satisfaction of the following conditions which must occur contemporaneously on the Closing Date: (i) the parties shall close title to real property located at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (the “Design Approval Period30 Knightsbridge Property”) solely to obtain preliminary design approval whereby Assignor shall sell and Assignee shall purchase said real property, and Assignee shall lease-back a portion of the proposed parking garage from property to Assignor, in accordance with the Las Colinas Association terms and conditions of that certain Agreement of Purchase and Sale (the “Design Approval30 Knightsbridge Contract”). Purchaser represents ) agreed to by the parties and executed contemporaneously with this Agreement; (ii) the parties shall close title to real property located at ▇▇▇▇▇▇ Plaza II, 412 Mt. ▇▇▇▇▇▇ Avenue, ▇▇▇▇▇▇ Township, New Jersey and that it will use commercially reasonable efforts certain parcel containing approximately 25 acres commonly known as ▇▇▇ ▇▇, ▇▇▇▇▇ 23.02 (collectively, the “▇▇▇▇▇▇ Plaza II Property”) whereby Assignor shall sell and Assignee shall purchase said real property, and Assignee shall lease-back the property to obtain the Design ApprovalAssignor, will propose a design that is substantially consistent in accordance with the previous design submitted terms and conditions of that certain Agreement of Purchase and Sale (the “▇▇▇▇▇▇ Plaza II Contract”) agreed to by Seller the parties and Purchaser will submit executed contemporaneously with this Agreement; (iii) the parties shall execute a lease amendment pursuant to which Assignor shall extend its proposed design lease for approval within forty-five a ten year term with respect to real property located at ▇▇▇▇▇▇ Plaza I, 340 Mt. ▇▇▇▇▇▇ Avenue, ▇▇▇▇▇▇ Township, New Jersey (45the “▇▇▇▇▇▇ Plaza I Property”) days which lease amendment shall be in the form of lease amendment approved by the parties and attached hereto as Exhibit H; (iv) Assignee’s obligation to close this transaction shall be subject to its evaluation of the Effective DateProperties and the Leases. Seller Assignee’s rights and obligations with respect to this evaluation shall timely execute any instruments reasonably necessary be identical to those contained in connection with the processing of any such approvals. Subject to the terms of this Agreement, Purchaser agrees that all other aspects Article V of the Property 30 Knightsbridge Contract and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Design Approval Period as a result of the condition of the Property or Property Documents. (b) Purchaser shall have the right to negotiate leases directly with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the ▇▇▇▇▇▇▇ Money and such amountPlaza II Contract, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the ▇▇▇▇▇▇▇ Moneywhich article is incorporated herein by reference. In the event that the Additional Contingencies are not met by the end of the Second Additional Contingency Period, Purchaser Assignee shall have an additional thirty (30) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the ▇▇▇▇▇▇▇ Money and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the ▇▇▇▇▇▇▇ Money. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the ▇▇▇▇▇▇▇ Money and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the ▇▇▇▇▇▇▇ Money shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result of casualty or condemnation or as the result of a failure of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result of (i) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination of this Agreement. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during to the Additional Contingency Periods same extent as a result provided in said Article V and will lose such right if it is not exercised within the Evaluation Period, as defined therein; and (v) All of the condition Leases must remain in full force and effect as of the Property Closing, and nothing shall have occurred, such as casualty or Property Documentscondemnation, which, upon notice or the passage of time, or both, would result in the termination of a Lease.; provided, however, that Assignee shall have the right to keep the agreement in force with respect to the other Properties by agreeing to make to Assignor the payment described in Section 1(j)(ii) with respect to the terminated Lease.

Additional Contingencies. (a) Subject to the terms of Section 3.4(b) below, Purchaser shall have an additional ninety (90) days after the expiration of the Inspection Period (the “Design Approval Period”) solely to obtain preliminary design approval of the proposed parking garage from the Las Colinas Association (the “Design Approval”). Purchaser represents that it will use commercially reasonable efforts to obtain the Design Approval, will propose a design that is substantially consistent with the previous design submitted by Seller and Purchaser will submit its proposed design for approval within forty-five (45) days of the Effective Date. Seller shall timely execute any instruments reasonably necessary in connection with the processing of any such approvals. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Design Approval Period as a result of the condition of the Property or Property Documents. (b) Purchaser shall have the right to negotiate leases directly with VHA/Novation and AMN Healthcare for the lease of space in the Property with an agent of Seller having the right to be present at all times during the negotiations and consulted regarding the scheduling of such negotiations, provided that such leases will not become effective until the Closing and such leases shall not be binding on Seller (such leases, together with the Design Approval, shall be referred to as the “Additional Contingencies”). Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days after the expiration of the Inspection Period (“First Additional Contingency Period”) solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the Inspection Period. Notwithstanding anything to the contrary set forth herein, Purchaser shall have an additional thirty (30) days (“Second Additional Contingency Period”) after the expiration of the First Additional Contingency Period solely to complete the Additional Contingencies by giving written notice to Seller five days prior to the expiration of the First Additional Contingency Period. On the first day of the Second Additional Contingency Period Purchaser shall release $125,000 (“First Contingency Payment”) to Seller from the ▇▇Ea▇▇▇▇▇ Money ▇oney and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the ▇▇Ea▇▇▇▇▇ Money▇oney. In the event that the Additional Contingencies are not met by the end of the Second Additional Contingency Period, Purchaser shall have an additional thirty (30) days after the expiration of the Second Additional Contingency Period (“Third Additional Contingency Period,” and together with the First Additional Contingency Period and the Second Additional Contingency Period, the “Additional Contingency Periods”) solely to complete the Additional Contingencies by giving written notice to Seller prior to the expiration of the Second Additional Contingency Period. On the first day of the Third Additional Contingency Period Purchaser shall release an additional $125,000 (“Second Contingency Payment,” and together with the First Contingency Payment, the “Contingency Payments”) to Seller from the ▇▇Ea▇▇▇▇▇ Money ▇oney and such amount, subject to the terms of this Section 3.4, shall be non-refundable to Purchaser and shall no longer constitute part of the ▇▇Ea▇▇▇▇▇ Money▇oney. If at the end of the Third Additional Contingency Period the Additional Contingencies are not completed then Purchaser may (i) give notice to Seller on or before the last day of the Third Additional Contingency Period that it does not elect to proceed with the transaction, in which case this Agreement shall terminate, Purchaser shall be entitled to receive the return of the remainder of the ▇▇Ea▇▇▇▇▇ Money ▇oney and the parties shall have no further obligations except those obligations that survive the termination of this Agreement or (ii) Buyer may elect to continue to complete the Additional Contingencies, the remainder of the ▇▇Ea▇▇▇▇▇ Money ▇oney shall be non-refundable except as set forth in this Agreement (provided , however, that the Contingency Payments shall be non-refundable except as set forth below in this Section 3.4(b), and the Closing will take place within 15 days from the expiration of the Third Additional Contingency Period. Purchaser agrees to use commercially reasonable efforts to complete the Additional Contingencies during the Additional Contingency Periods, provided that the terms of any leases the design submitted for Design Approval shall be at Purchaser’s sole discretion. Notwithstanding anything to the contrary set forth in this Agreement in the event that the Contingency Payments are delivered to Seller pursuant to this Section 3.4, such Contingency Payments shall be refundable to Purchaser only in the following circumstances: (i) a return in full of the Contingency Payments in the event of a default by Seller under this Agreement provided such default is not caused by a party other than Seller or by events beyond Seller’s control and (ii) a return of half of any of the Contingency Payments in the event this Agreement is terminated by Purchaser pursuant to Section 7.2 of this Agreement as a result of casualty or condemnation or as the result of a failure of the condition set forth in Section 5.8(a)(vi). In the event that the failure to close is not a result of (i) or (ii) above, then the Contingency Payments shall be retained by Seller. The foregoing obligations shall survive the expiration or earlier termination of this Agreement. Subject to the terms of this Agreement, Purchaser agrees that all other aspects of the Property and Property Documents are deemed approved by Purchaser as of the expiration of the Inspection Period and Purchaser shall have no right to terminate this Agreement during the Additional Contingency Periods as a result of the condition of the Property or Property Documents.