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205.1 Agency's Conditions of Closing. Agency's obligation to proceed with <br />the Closing of the sale of the Sites is subject to the fulfillment or waiver by Agency of each and <br />all of the conditions precedent (a) through (j), inclusive, described below ("Agency's Conditions <br />Precedent"), which are solely for the benefit of Agency, and which shall be fulfilled or waived <br />by the time periods provided for herein: <br />a. No Default. Prior to the Close of Escrow, Developer is not in <br />default in any of its obligations under the terms of this Agreement and all representations and <br />warranties of Developer contained herein shall be true and correct in all material respects. <br />b. Execution of Documents. The Developer shall have executed the <br />Grant Deed for each of the applicable Sites and executed any other documents required <br />hereunder and delivered such documents into Escrow. <br />c. Payment of Closing Costs. Prior to the Close of Escrow, <br />Developer has paid all required costs of Closing into Escrow in accordance with Section 202 <br />hereof. <br />d. The DIR shall have issued a written determination regarding the <br />Project. <br />e. Design Approvals. The Developer shall have obtained approval <br />by the Agency of the Design Development Drawings as set forth in Section 302 hereof. <br />f. Land Use Approvals. The Developer shall have received all land <br />use approvals and permits required pursuant to Section 303 hereof. <br />g. Insurance. The Developer shall have provided proof of insurance <br />as required by Section 302 hereof. <br />h. Financing. The Agency shall have approved financing of the <br />Improvements as provided in Section 311.1 hereof. <br />i. No Litigation. No litigation shall be pending or threatened by any <br />third parties which seeks to enjoin the transactions contemplated herein. <br />j. Representations and Warranties. All representations and <br />warranties of Developer contained in this Agreement shall be true and correct as if made on and <br />as of the Closing. <br />205.2 Developer's Conditions of Closing. Developer's obligation to proceed <br />with the purchase of each Phase of the Sites is subject to the fulfillment or waiver by Developer <br />of each and all of the conditions precedent (a) through (1), inclusive, described below <br />("Developer's Conditions Precedent"), which are solely for the benefit of Developer, and <br />which shall be fulfilled or waived by the time periods provided for herein: <br />600457905v2 ~ 1~l 7 <br />