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14 <br />(n) Project Site. Prior to Closing, the Developer shall have closed on the <br />acquisition of the Project Site. <br />(o) No Breach. As of the Closing Date, there shall be no breach of this <br />Agreement by the Parties hereto that any of said Parties have failed to cure within the Cure <br />Period. <br />(p) Allocation Area and Pledged TIF Revenues. The necessary actions to <br />designate the Allocation Area and pledge the Pledged TIF Revenues to the payment of the <br />debt service of the Bonds shall have been completed by the City Bodies. <br />(q) Pledged IDD Revenues. The necessary actions to establish the IDD and <br />pledge or otherwise obligate the Pledged IDD Revenues to the payment of the debt service <br />of the Bonds shall have been completed by the City Bodies and the IEDC. <br />(r) Approval of Bonds. The City Bodies shall have taken the necessary actions <br />under the Act to authorize the issuance of the Bonds. <br />If one or more of the conditions set forth in this Section 6.01 is not, or cannot be, timely and <br />completely satisfied, as determined by the each of the Parties in their respective sole and absolute <br />discretion, then, as its sole and exclusive remedy, any party hereto either may elect to: (i) waive <br />where appropriate under the Laws in writing satisfaction of the conditions not satisfied and to <br />proceed to Closing; or (ii) terminate this Agreement by a written notice to other parties hereto <br />reserving all of the rights and remedies set forth in this Agreement and available to such Party. <br />Notwithstanding anything to the contrary set forth herein, (1) the Parties hereto shall work <br />diligently and in good faith to satisfy the conditions set forth in this Section 6.01 and (2) if any <br />party hereto fails to terminate this Agreement for any unsatisfied condition on or before the earlier <br />of (i) the Closing Date; or (ii) two (2) business days after the applicable deadline set forth in each <br />of the foregoing subsections (a) or (b) said Party shall be deemed to have waived such condition <br />to the extent waivable under the Laws. <br /> <br />6.02 Closing. Subject to the terms and conditions of this Agreement, the Closing shall <br />occur on or before January 1, 2027, with (i) the Closing Date; and (ii) the location of the Closing; <br />to be established mutually by the City and the Developer. <br />ARTICLE VII. AUTHORITY <br />7.01 Actions. Each of the City Bodies represents and warrants that it has taken or will <br />take (subject to further proceedings required by law and the Developer's performance of its <br />agreements and obligations hereunder) such action(s) as may be required and necessary to enable <br />each of the respective City Bodies to execute this Agreement and to carry out fully and perform the <br />terms, covenants, duties and obligations on its part to be kept and performed as provided by the <br />terms and provisions hereof. The Developer represents and warrants that it has the requisite <br />capability to undertake, complete, and operate the Project. <br />7.02 Powers. The City Bodies represent and warrant that each has full constitutional <br />and lawful right, power and authority, under currently applicable law, to execute, deliver and <br />perform their respective obligations under this Agreement. The Developer represents and warrants