BC 1995 05 11 - Laserfiche WebLink

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416 respect to Lake Concord, which warranties will require disclosure of all past environmental audits and any past environmental matters regarding Lake Concord. (d) Authority. etc. -- The City will give representation~ and warranties with respect to its authority to consummate the Transactions and the absence of conflicts with agreements and applicable laws. 10. Covenants: The Sellers and the City will make certain covenants which are customary for a transaction of this nature, including, without limitation, the following: (a) Due Diligence -- The City will be entitled to conttnuei~to perform due diligence, including any environmental studies, that the City deems necessary. The County will be entitled to perform due diligence with respect to Lake Concord, including environmental studies. (b) OSHA Audits -- The City will be entitled to perform OSHA compliance inspections of the System, and the County will .be required to remediate, at its expense, any non-compliance referenced in such report prior to the Closing. (c) Existence of District -- The County will agree to maintain the existence of the District for at least one year following the Closing. (d) Local Legislation -- Prior to and following the Closing, the parties will use their best efforts to secure passage of local legislation providing the City with an exemption from bearing the costs of relocating the Sellers' pipes in connection with highqay construction in rural areas. 11. Closing Deliveries; The parties will agree to execut~ and/or deliver the following documents at the Closing: (a) Bill of Sale; (b) Assignment and Assumption Agreement; (c) General Warranty Deed for the transfer of the Sellers' real property interests; (d) Lease Agreement for the District headquarters; (e) Titles to vehicles; (f) All necessary consents; (g) A detailed listing 'of the Purchased Assets; and (h) Other standard closing deliveries. 12. Conditions Precedent; (a) To the Obligations of the City: The obligations of the City to close the Transactions shall be conditioned upon the negotiation, execution and delivery of the Purchase Agreement and upon the satisfaction of certain conditions precedent, including, without limitation: (i) there shall have been no material adverse change in the Purchased Assets or the business or financial condition of the System; (ii) approval by the Board of Aldermen of the City; (iii) the City shall have obtained surveys and title insurance policies with respect to the purchase of real estate from Sellers; and (iv) the City shall be satisfied with its due diligence. (b) To the Obligations of the Sellers: The obligations of the Sellers to close the Transactions shall be conditioned upon the negotiation, execution and delivery of the Purchase Agreement and upon the satisfaction of certain conditions precedent, including, without limitation: (i) there shall have been no material adverse change in Lake Concord; (ii) approval by the Board of Commissioners of the County; and (iii) the County shall be satisfied with its due diligence with respect to Lake Concord. 13. Indemnification: (a) Sellers' Indemnity: The County will indemnify the City for liabilities or losses incurred by the City arising from (i) any breach of the Sellers' representations and warranties and any failure by the Sellers to comply with their covenants; (ii) the Excluded Assets and all excluded liabilities; (iii) all environmental matters arising from operating the System