“Contract language is ambiguous if it is ‘reasonably susceptible to more than one interpretation.’”
“Recitals are not a part of the contract and are not legally binding.”
Although recitals standing alone are not legally binding, they may be used “to resolve ambiguity in the operative provisions of the contract because they indicate the parties’ intent.”
Recitals in a contract cannot create conditions precedent in a contract. “Because conditions precedent are binding obligations, it logically follows that they cannot be created in recital language.”
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