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<br /> to the fulfillment, prior to or at the Closing, of each of the <br /> following conditions, or the waiver of such conditions by CITY: <br /> (a) CITY shall not have discovered any material error <br /> or omission in the representations or warranties made by LCRA <br /> herein. <br /> (b) LCRA shall have made delivery to CITY of <br /> certificates, dated the date of Closing, of officials of <br /> LCRA, confirming the accuracy in all material respects and as of <br /> the Closing Date, of all the representations and warranties made <br /> by LCRA in this Agreement, provided that to the extent applicable, <br /> any such certificate may include therein any exceptions or <br /> qualifications necessary to make such representations and <br /> warranties accurate in all material respects as of the Closing <br /> Date; provided further, however, that in the event any such <br /> certificate sets forth any such exception or qualification <br /> (including, without limitation, any qualification or limitation <br /> arising out of or related to any action, suit, inquiry or <br /> proceeding not set forth in the most recent financial statements <br /> and audit report of LCRA delivered to CITY at or prior to <br /> Closing), this condition to Closing shall not be deemed to have <br /> been fulfilled, unless waived by CITY at or prior to the Closing. <br /> In the event such exceptions or qualifications constitute the <br /> occurrence of an event or matter set forth in Articles VII, IX or <br /> XIV of this Agreement, Closing may be extended by CITY as set <br /> forth therein. <br /> 15. <br />