Developer’s Contingencies Clause Samples

The Developer’s Contingencies clause defines specific conditions or events that must be satisfied or resolved before the developer is obligated to proceed with a project or transaction. Typically, these contingencies might include securing necessary permits, obtaining financing, or completing due diligence investigations. By outlining these prerequisites, the clause protects the developer from being contractually bound if critical requirements are not met, thereby managing risk and ensuring that the project only moves forward under favorable circumstances.
Developer’s Contingencies. Developer’s obligation to proceed to Closing shall be subject to the satisfaction of each of the following conditions:
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Developer’s Contingencies. The Developer’s obligation to close on the purchase of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (a) obligations required to be performed by EDA under this Agreement as of the Closing Date, including but not limited to, delivery of all of the EDA’s Documents described in Section 4.5(2) hereof; and (b) the Developer shall have received all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project; and (c) the Developer shall have completed such environmental investigation (including soil conditions) with respect to the Development Property as it deems prudent and shall be satisfied with the results thereof; and (d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and (e) on the Closing Date, the Title Company shall be irrevocably committed to issue to Developer an owner’s policy of title insurance with respect to the Development Property in form and substance approved by Developer. If the Developer determines that any of the foregoing contingencies have not been satisfied on or before the Closing Date, the Developer may, at the option of the Developer, extend the Closing Date for a period of up to 90 days by giving written notice to the EDA.
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Developer’s Contingencies. A. Unless waived by Developer in writing, Developer’s obligation to proceed to Closing shall be subject to (a) performance by HEDRA of its obligations hereunder, (b) the continued accuracy of HEDRA’s representations and warranties provided in Section 13.1, and (c) Developer’s satisfaction, in Developer’s sole discretion, as to the contingencies described in this Section 5.1 within the time periods set forth below: (1) On or before the Closing Date, Developer shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by Developer’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Property and all other inspections and due diligence regarding the Property, including any Due Diligence Materials. (2) On or before the Closing Date, Developer shall have determined the acceptability of the Property for its intended use and incidental uses thereto (collectively, the “Proposed Use”). All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the Developer. (3) On or before the Closing Date, Developer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, platting or replatting, zoning approvals and/or rezoning of the Property, conditional use permits, access permits, signage permits, building permits, required licenses, site plan approvals and architectural approvals (the “Approvals”). All costs and expenses related to the preparation of any documentation necessary to create any plans, specifications or the like shall be the responsibility of the Developer. (4) On or before the Closing Date, and without limitation of the terms of Section 5.1(A)(3), Developer shall be satisfied that they may develop the Property in accordance with a site plan, architectural plan, building plan, grading and drainage plan and other plans and specifications satisfactory to Developer in their sole discretion. (5) On or before the Closing Date, Developer shall have satisfied themselves, in Developer’s sole discretion, that access to and from roads and the Property is adequate for the Proposed Use, including without limitation, access to the Property from the adjacent road, median cuts and curb cuts. (6) On or before the Closing Date, Developer shall have satisfie...
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Developer’s Contingencies. The Developer’s obligation to close on the sale of the Sale Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (a) the Developer shall have acquired fee title to the Development Property and the Sale Property; and (b) the City and the Developer shall have reached an agreement on a cost sharing arrangement for the construction of improvements to both the City’s portion and the Developer’s portion of the parking lot, any documents necessary in connection therewith shall have been executed, the Developer shall have deposited funds in escrow with the City for the payment of the Developer’s portion of the parking lot improvements, and the City shall have determined of whether construction of the parking lot improvements will be publicly bid or performed by City Public Works; and (c) the City shall have performed all of the obligations required to be performed by City under this Agreement as of the Closing Date; and (d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and (e) the Developer shall have received or the City shall have determined that the Developer will receive all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project including without limitation any needed variances.
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Developer’s Contingencies. The Developer’s obligation to close on the purchase of the Development Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (a) obligations required to be performed by EDA under this Agreement as of the Option Closing Date, including but not limited to, delivery of all of the EDA’s Documents described in Section 4.4(2) hereof; and (b) the Developer shall have received all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project; and (c) the Developer shall have completed such environmental investigation (including soil conditions) with respect to the Development Property as it deems prudent and shall be satisfied with the results thereof; and (d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and (e) on the Option Closing Date, the Developer’s Title Company shall be irrevocably committed to issue to Developer an owner’s policy of title insurance with respect to the Development Property in form and substance approved by Developer.
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Developer’s Contingencies. The Developer’s obligation to close on the sale of the Sale Property is expressly conditioned the following contingencies being satisfied or waived: the EDA shall have performed all of the obligations required to be performed by EDA under this Agreement as of the Closing Date;
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Developer’s Contingencies. The Developer’s obligation to close on the purchase of the City Property is expressly conditioned upon each of the following contingencies being satisfied or waived: (a) obligations required to be performed by City under this Agreement as of the Closing Date, including but not limited to, delivery of all of the City’s Documents described in Section 4.4(2) hereof; and (b) the Developer shall have received all necessary rezoning, variances, conditional use permits and other permits, site plan and other approvals needed to permit the construction of the Project; and (c) the Developer shall have completed such environmental investigation (including soil conditions) with respect to the City Property as it deems prudent and shall be satisfied with the results thereof; and (d) the Developer shall have obtained financing acceptable to the Developer for development of the Project; and (e) on the Closing Date, the Title Company shall be irrevocably committed to issue to Developer an owner’s policy of title insurance with respect to the City Property in form and substance approved by Developer. If the Developer determines that any of the foregoing contingencies have not been satisfied on or before the Closing Date, the Developer may, at the option of the Developer, extend the Closing Date for a period of up to 90 days by giving written notice to the City.
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Related to Developer’s Contingencies

  • COMMITMENTS AND CONTINGENCIES As of June 30, 2015, future minimum net payments under all operating leases are as follows (in thousands): Six months ending December 31, 2015 $ 87 $ 24 $ 111 Years ending December 31, 2017 — — — Total minimum net payments $ 87 $ 24 $ 111 Less: amount representing interest — Present value of net minimum payments 111 Less: current portion (111 ) Long-term portion of capital lease obligations $ — In August 2009, the Company entered into an agreement to sublease office space for its headquarters in San Francisco, California, under an operating lease that commenced in November 2009 and expires on December 30, 2014. In July 2012, the Company entered into an agreement to sublease this subleased office space under terms generally equivalent to its existing commitment for a term that commenced in August 2012 and expires in December 2014. In August 2013, the Company leased office space of approximately 2,341 square feet for its corporate office in San Francisco, California under a five year lease that commenced in September 2014 and expires on August 31, 2018. On October 15, 2014, the Company terminated this lease, closed the office and was released from all obligations under this lease. The Company leases office space in Los Angeles, California of approximately of 4,803 square feet. The lease expires in August 2015. The Company entered into a 30-month operating lease agreement for various network operating equipment beginning in the fourth quarter of 2013. Rent expense under all operating leases was not significant for each of the three months ended June 30, 2015 and 2014, respectively.

  • BUDGET CONTINGENCY If the Budget Act of the current year covered under this Grant Agreement does not appropriate sufficient funds for this program, this Grant Agreement shall be of no force and effect. This provision shall be construed as a condition precedent to the obligation of the State to make any payments under this Grant Agreement. In this event, the State shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Grant Agreement and the Grantee shall not be obligated to perform any provisions of this Grant Agreement. Nothing in this Grant Agreement shall be construed to provide the Grantee with a right of priority for payment over any other Grantee. If funding for any fiscal year after the current year covered by this Grant Agreement is reduced or deleted by the Budget Act, by Executive Order, or by order of the Department of Finance, the State shall have the option to either cancel this Grant Agreement with no liability occurring to the State, or offer a Grant Agreement amendment to the Grantee to reflect the reduced amount.

  • Construction Contingency The proposed GMP Change Order shall include, as a separately identified item, a Construction Contingency sum in an initial amount (subject to increase or decrease) against which Design-Builder can draw at its election for the purposes set forth in Section 4 Part 4. The initial Construction Contingency sum shall include the contingency amounts stated in all accepted Component Change Orders.

  • Buyer’s Conditions Buyer’s obligations to Close are conditioned upon the following (“Buyer’s Conditions”): (i) All representations and warranties of Seller in this Agreement shall be true, correct and complete in all material respects as of the Closing Date and Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date. (ii) Title Insurance Company is irrevocably committed to issue to Buyer an owner’s title insurance policy covering the Property with standard coverage customary in the state where the Property is located showing liability in the amount of the Purchase Price and showing insurable title to the Property vested in Buyer, subject only to the following: (a) Title Insurance Company’s standard exceptions; (b) liens for all current general and special real property taxes and assessments not yet due and payable; (c) liens of supplemental taxes, if any assessed; (d) any facts an accurate survey and/or a personal inspection of the Property may disclose; (e) the mortgage/deed of trust/deed to secure debt lien in connection with any Buyer financing; (f) any laws, regulations, ordinances (including but not limited to, zoning, building and environmental) as to the use, occupancy, subdivision or improvement of the Property adopted or imposed by any governmental body, or the effect of any non-compliance with or any violation thereof, including but not limited to, any disclosure and/or report required by ordinance; (g) rights of existing tenants and/or occupants of the Property (if any); (h) covenants, restrictions, easements and other matters that do not materially impair the value of the Property or the use thereof; (i) non-monetary encumbrances disclosed to Buyer in writing prior to entering into this Agreement; and (j) any other matter for which Title Insurance Company agrees to provide insurance at no additional cost to Buyer.

  • Landlord’s Repairs Landlord, as an Operating Expense, shall maintain all of the structural, exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively, “Tenant Parties”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, make a commercially reasonable effort to give Tenant 24 hours advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18.