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What contingencies will be included in the agreement (zoning, finance, ESA)?

Zoning and Land Use Contingencies

The agreement will typically include zoning-related contingencies to ensure the land is legally permitted for industrial development. These may involve:

  • Verification that the land is pre-zoned for industrial use or subject to successful Change of Land Use (CLU) approval
  • A clause allowing the buyer to exit or renegotiate if zoning is not confirmed or if regulatory restrictions arise
  • Conditional approval timelines requiring the seller to assist in obtaining layout sanctions or compliance certificates
  • Requirement that no encumbrances, reservations, or planning overlays conflict with the proposed industrial use

These contingencies protect the buyer from investing in non-developable land or incurring unexpected legal delays.

Financing and Transactional Contingencies

To secure financial feasibility, agreements often include financing-related contingencies, such as:

  • Buyer’s ability to obtain a loan sanction or internal investment approval within a specified period
  • Provisions for advance payment, escrow handling, or milestone-based disbursal
  • Right to cancel or defer the deal if funding is not secured due to title issues, valuation mismatches, or lender objections
  • Adjustment clauses for stamp duty or registration fee changes impacting total project cost

These provisions reduce financial exposure during the closing phase and ensure risk-aligned payments.

Environmental and Site Assessment Contingencies

The agreement typically includes ESA (Environmental Site Assessment) and due diligence contingencies that allow the buyer to:

  • Conduct a Phase I ESA or full Environmental Impact Assessment (EIA) before closing
  • Withdraw or renegotiate if soil, groundwater, or air contamination is discovered
  • Request the seller to provide all past environmental clearances or compliance history
  • Include obligations for remediation or indemnity if legacy environmental liabilities are identified

These contingencies ensure that the site is suitable, compliant, and free from hidden environmental risks before final acquisition.

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