Developer’s Conditions Clause Samples

Developer’s Conditions. 2.4.1.1 There shall have been no change to the physical condition of the Land and no new recorded title exceptions after the date of the Preliminary Title Report and no other title exceptions after the date of the Survey that, in either case, would adversely affect the development, ownership, use, or operation of the Lodge Project in any way. 2.4.1.2 City shall have removed, or the Title Company shall have insured over, as applicable, the title exceptions that City has agreed to remove or insure over pursuant to Section 2.3. 2.4.1.3 The Title Company shall have committed to issue at the Close of Escrow an ALTA extended coverage owner’s title insurance policy (“Owner’s Title Policy”), with any endorsements reasonably requested by ▇▇▇▇▇▇▇▇▇, showing fee simple title to the Land vested in Developer (or Developer’s Assignee as permitted by this Agreement) and insuring Developer’s interests under the Construction Access Easement Agreement and the Construction Staging Easement Agreement, subject only to the Approved Title Exceptions. 2.4.1.4 City shall have created a legal parcel of the Land in accordance with the provisions of the California Subdivision Map Act; provided, however, that such parcel shall not be subject to the 20-foot ingress-egress access easement for the benefit of Lot 27 as shown on the FEZ Tentative Parcel Map. 2.4.1.5 The representations and warranties of City contained in this Agreement being true and correct in all material respects. 2.4.1.6 City shall have delivered all documents and funds required to be delivered pursuant to Section 2.7.1. 2.4.1.7 City shall have performed, observed, and complied in all material respects with all covenants, agreements, and conditions that are required by this Agreement and the Development Agreement to be performed, observed, and complied with on its part prior to or as of the Close of Escrow.

Developer’s Conditions. Developer’s obligation to close Escrow is conditioned upon the satisfaction or written waiver by Developer of each and every one of the conditions precedent (i) through (xv), inclusive, described below (the “Developer’s Conditions Precedent to Closing”), which are solely for the benefit of Developer, and which shall be satisfied or waived by the time periods provided for herein:

Developer’s Conditions. Developer’s obligation to close Escrow is conditioned upon the satisfaction or written waiver by Developer of each and every one of the conditions precedent (i) through (x), inclusive, described below (the “Developer’s Conditions Precedent to Closing”), which are solely for the benefit of Developer, and which shall be satisfied or waived by the time periods provided for herein. (i) Physical Condition of Marketplace Site/500 S. Anaheim Blvd. Site. Prior to the expiration of the Developer’s Due Diligence Period, Developer shall not have elected to cancel Escrow and terminate this Agreement due to the physical condition of the Marketplace Site/500 S. Anaheim Blvd. Site and shall have delivered Developer’s Notice to Proceed to Agency pursuant to Section 403.3 of this Agreement. (ii) Environmental Condition of Marketplace Site/500 S. Anaheim Blvd. Site. Prior to the expiration of the Developer’s Due Diligence Period, Developer shall not have elected to cancel Escrow and terminate this Agreement due to the environmental condition of the Marketplace Site/500 S. Anaheim Blvd. Site and shall have delivered Developer’s Notice to Proceed to Agency pursuant to Section 403.3.

Developer’s Conditions. The obligation of Developer to purchase and lease the Property shall be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived by Developer: (a) The City shall have complied in all material respects with all obligations required to be complied with by it at or prior to the Closing. (b) The State/Tribe Compact shall have been executed by the Tribe and the State, shall have been approved by the U.S. Department of the Interior, either affirmatively or by operation of law, and shall be in full force and effect upon the Closing. (c) The Property shall have been approved by the BIA for placement into trust on behalf of the Tribe. (d) All BIA Approvals shall have been obtained. (e) All NIGC Approvals shall have been obtained. (f) Rights to access the Property and the Pier are acceptable to the Developer. (g) All approvals, permits and other governmental approvals necessary to construct, own and operate the Project in accordance with the Design Concept Documents have been obtained. (h) The Services Agreement shall have been executed and delivered by the Tribe and the City. (i) The Deed and the Shoreline Lease shall have been delivered as provided in Section 1.5. (j) A land transfer agreement for the Remainder Property, in form acceptable to Developer, has been executed by the Navy and the City.

Developer’s Conditions. It shall be a condition precedent to Developer’s obligation to enter into the Ground Lease that, as of the Ground Lease Execution Date, all of the following are true; provided that Developer may, in its sole discretion, elect to waive any one or more of the conditions described below: (i) The PDR Decision has been approved pursuant to Section 7 above; (ii) Owner is not currently in default under this Agreement; and (iii) The Title Company is prepared to issue a standard form leasehold policy of title insurance to Developer in accordance with the Title Commitment and subject only to the standard exceptions contained in such form of policy and the Permitted Exceptions (the “Title Policy”).