Conditions to Developer's Closing Obligation. Developer's obligation to proceed with the Closing is contingent upon satisfaction or Developer's waiver of the following (collectively, the "Developer Closing Conditions"):
(a) All representations and warranties of the Commission made in this Agreement shall be true, correct and complete in all material respects on and as of the Closing Date, as if such representations and warranties were first made on the Closing Date, and the Commission shall have delivered to Developer a certificate providing that all representations and warranties of the Commission made in this Agreement are true, correct and complete in all material respects on and as of the Closing Date.
(b) The Commission shall have delivered to Developer all of the Commission Deliveries (as defined in Section 9.1) in accordance with the requirements of this Agreement.
(c) The Commission shall have approved the Project Plans.
(d) The Commission shall have performed in all material respects all covenants and obligations required to be performed by the Commission on or before the Closing Date.
(e) The Commission shall have added Developer as an additional insured under the Environmental Policy.
(f) Developer shall have obtained and satisfied all conditions for the financing of its acquisition, development and contracting of the Project in an amount and on terms acceptable to Developer in its sole discretion.
(g) Developer shall have obtained land use code amendment of the approvals, if necessary.
(h) All Governance Modifications (as defined in Section 12.17) shall have been obtained.
