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431 <br /> <br /> (b) OSHA Audits. The City will be entitled to perform OSHA <br />compliance inspections of the System and the Seller will be required <br />to remedtate, at its expense, any non-compliance referenced in such <br />report prior to Closing. <br /> (c) Existence of District. The County will agree to maintain <br />the existence of the District for at least one year following the <br />closing. <br /> (d) Local Legislation. Prior to and following the Closing, <br />the parties will use their best efforts to secure passage of local <br />legislation providing the City with an exemption from bearing costs <br />of relocating the Sellers' pipes in connection with highway <br />construction in rural areas. <br /> 9. Closing Deliveries: The parties will agree to execute <br />and/or deliver the following documents at the Closing: (a) Bill of Sale; <br /> (b) Assignment and Assumption Agreement; <br /> (c) General Warranty Deed for the transfer of the Sellers' <br /> real property interests; <br /> (d)Ail necessary consents; <br /> (e)A detailed listing of the Purchased Assets; and <br /> (f)Other standard closing deliveries. <br />10. Conditions Precedent: <br /> (a) To the Obligations of the City. The obligations of the <br />City to close the Transactions shall be conditioned upon the <br />negotiation, execution and delivery of the Purchase Agreement and <br />upon the satisfaction of certain conditions precedent, including, <br />without limitation: <br /> (i) there shall have been no material adverse change in the <br /> Purchased Assets or the business or financial condition <br /> of the System; <br /> (ii) approval by the City Council of the City; <br /> (iii) the City shall have obtained surveys and title insurance <br /> policies with respect to the purchase of real estate <br /> from the Sellers; and <br /> (iv) the City shall be satisfied with its due diligence. <br /> (b) To the Obligations of the Sellers: The obligations of <br />the Sellers to close the Transactions shall be conditioned upon the <br />negotiation, execution and delivery of the Purchase Agreement and <br />upon the satisfaction of certain conditions precedent, including, <br />without limitation: <br /> (i) Sellers shall similarly close these similar transactions <br /> for the remainder of the System with the City of Concord <br /> as generally described in the Concord Letter of Intent; <br /> and <br /> (ii) approval by the Board of Commissioners of the County. <br />11. Indemnification' <br /> (a) Sellers' Indemnity. The County will indemnify the City <br />for liabilities or losses incurred by the City arising from (i) any <br />breach of the Sellers' representations and warranties and any <br />failure by the Sellers to comply with their covenants; (ii) all <br />environmental matters arising from operating the System prior to the <br />Closing; and (iii) any other liability arising from the ownership or <br />operation of the System prior to the Closing. <br /> (b) City's Indemnity. The City will indemnify the Sellers <br />for liabilities or losses incurred by the Sellers arising from (i) <br />any breach of the City's representations and warranties and any <br />failure by the City to comply with its covenants; and (ii) the <br />Assumed Liabilities. <br /> 12. Binding Effect: This letter of Intent evidences the good <br />faith intent of the parties hereto to negotiate, execute and deliver <br />the Purchase Agreement substantially upon the terms and subject to <br />the conditions set forth herein. Except as set forth in this <br />paragraph 12, this Letter of Intent is not intended to be binding <br />upon, or grant any rights to, any person or entity. <br /> Very truly yours, <br /> CITY OF KANNAPOLIS <br /> By: /s/ Richard Anderson <br /> Title Mayor <br /> <br /> <br />