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<br /> (c) LCRA shall have performed and complied with all <br /> agreements, covenants and conditions required by this Agreement to <br /> be performed or complied with by it prior to or at the Closing <br /> provided for herein. <br /> (d) Counsel for LCRA (John Bagalay) shall have <br /> delivered an opinion dated the Closing Date as to all the matters <br /> contained within the representations and warranties relating to <br /> (1) the organization of LCRA, (2) LCRA's ability relative to, and <br /> the validity and enforceability of this Agreement and <br /> (3) litigation matters. The form of such counsel's opinion is <br /> marked as Exhibit 13 attached to this Agreement and incorporated <br /> at this point by reference. <br /> (e) CITY shall have obtained passage by CITY'S eligible <br /> voters of the July 26, ~986 Bond Election authorizing issuance of <br /> $17,100,000.00 Electric System Revenue Bonds binding CITY to <br /> expend sufficient proceeds of such bonds to buy the system and <br /> shall have further obtained on reasonable terms satisfactory to it <br /> the net proceeds from the issuance and sale of its bonds or notes <br /> adequate to finance the payment of the total amount estimated to <br /> be paid by it to LCRA under this Agreement and there shall have <br /> been no contest of said election. <br /> ( f) CITY shall have received from LCRA an executed <br /> original of each of the Conveyance and Transfer and Assignment of <br /> the Property to be sold in the form of instruments marked as <br /> 16. <br />