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A. Contingency Period: If Purchaser is unable to satisfy the contingencies and/or
<br />conditions precedent of this Contract within 170 days after the opening of the escrow
<br />("Contingency Period"), or if the soil tests, Phase I ESA (hereafter defined) or Phase II ESA, if
<br />applicable, title, survey, permits, or any other matters do not meet with Purchaser's approval or
<br />if they disclose matters that make the Premises unsuitable for the purposes stated in this
<br />Contract, Purchaser or Seller may, at any time after the expiration of the Contingency Period,
<br />terminate this Contract, the money and documents deposited in escrow will be returned to the
<br />party depositing them and this Contract will terminate and be of no further force and effect.
<br />If Seller elects to terminate this Contract after the expiration of the Contingency
<br />Period, Purchaser will have 10 days after receiving Seller's termination notice to waive, in
<br />writing, the contingencies and/or conditions precedent and agree to close this Contract. If
<br />Purchaser waives the contingencies and/or conditions precedent, the closing must then take
<br />place within 14 days from the date of such waiver. If Purchaser does not waive the
<br />contingencies and/or conditions precedent, this Contract will terminate and be of no further force
<br />or effect 10 days after Purchaser's receipt of Seller's notice.
<br />Purchaser and Seller covenant to act in good faith and use due diligence to satisfy all
<br />contingencies and/or conditions for which they are responsible, and neither party will have the
<br />right to terminate this Contract unless they have so performed.
<br />This Contract is subject to the following contingencies and/or conditions precedent:
<br />1. Permits: Purchaser obtaining, after expiration of all applicable appeal periods,
<br />all permits, variances, special use permits, licenses, permissions, approvals or other
<br />authorizations (collectively called "Permits") necessary for the construction and operation of a
<br />McDonald's restaurant, including Purchaser's signs and special service windows, and playland
<br />or PlayPlace and Purchaser's ability to operate 24 hours a day / 7 days a week (all at
<br />Purchaser's option), built according to Purchaser's plans and specifications, including, without
<br />limitation, curb cuts in connection with the facility deemed necessary or desirable by Purchaser.
<br />Seller agrees to execute any necessary documents, make appearances and do other things as
<br />Purchaser may reasonably request, at no cost or liability to Seller.
<br />2. Zoning: Seller will, if necessary, use best efforts to obtain, or, where
<br />appropriate, assist Purchaser in obtaining the approval of all public and governmental
<br />authorities as to all matters relating to zoning, subdivision, lot splits, lot ties, replats or similar
<br />requirements for use of the Premises as a McDonald's restaurant in accordance with
<br />Purchaser's plans and specifications as will permit Purchaser to obtain all necessary permits,
<br />licenses and approvals referred to above. Seller agrees to pay the expense of application and
<br />engineering and any other incidental costs relating to such approval or the recordation of a final
<br />parcel map or plat. Seller further agrees to dedicate or grant any easements for public ways
<br />and to diligently perform and pay for any improvements located off the Premises to the extent
<br />required by the Declarations (as defined in the Article 6A(13)). Purchaser will pay its
<br />proportionate share for such improvements, if any and if required by the Declarations.
<br />3. Utilities: Purchaser confirming all water and gas mains, electric power lines,
<br />telephone, cable/DSL and/or internet lines, sanitary and storm sewer lines are located in the
<br />public right-of-way and at the property line of the Premises and are available and adequate for
<br />Document #: 1118064-v6
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