Common use of Conditions of Performance Clause in Contracts

Conditions of Performance. The obligations of each of Developer, the City, and PRF with respect to proceeding with the AT Closing and, in the case of PRF, the payment of the Acquisition Property Price, shall be subject to the satisfaction, or waiver in writing, of the following: (a) each of Developer, the City, and PRF, exercising commercially reasonable discretion, shall have approved the terms and conditions of: (i) the sale and assignment of the Payment Rights; and (ii) the AT Documents to which each is a party; (b) each of Developer, the City, and PRF, exercising commercially reasonable discretion, shall have determined that each of the other parties and the Payment Rights Purchaser are prepared to execute the AT Documents at the AT Closing; (c) there shall be no breach of this Contract by a party that such party has failed to cure within the Cure Period; (d) all of the representations and warranties set forth in Section 5 shall be true and accurate in all respects; and (e) Special Tax Counsel shall have delivered an opinion stating that the IP Interest Amount is excludable from federal income taxes.