Common use of Seller’s Condition Precedent Clause in Contracts

Seller’s Condition Precedent. Notwithstanding any other provision of this Agreement to the contrary, Seller’s obligations under this Agreement shall be subject to the following conditions precedent either being satisfied in full, or being waived by Seller in writing, acting in Seller’s sole discretion, prior to the Closing or other deadline specified herein therefor: (a) Purchaser shall have entered into a Recreation Center Construction Contract (as that term is defined in the Development Agreement); and (b) the condition precedent that either Purchaser shall have fully performed Purchaser’s obligations hereunder, or such performance shall have been waived by Seller in writing, prior to the respective Closing. If Seller has reasonably determined that one or more of the conditions precedent have neither been satisfied nor waived in writing by Seller by the deadline therefor, Seller may withhold further performance under this Agreement and, if Seller has full performed its obligations under this Agreement due prior thereto and the Purchaser’s conditions precedent specified in Section 13 hereof have been satisfied or have been waived in writing by Purchaser (other than any further performance by Seller being withheld pursuant to this sentence), then Seller may declare a default under Section 21 hereof.