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<br />( h) <br /> <br />CITY shall have reasonably determined by inspection <br /> <br />the accuracy of all inventories described in this Agreement. <br /> <br />7.09 The obligation of LCRA to make the conveyances required <br />pursuant to this Agreement and the obligation of CITY to make the <br /> <br />payment required to be made by it pursuant to this Agreement are <br /> <br />subject to the fulfillment, prior to or at the Closing, of each of <br /> <br />the following conditions, or the waiver of such conditions by <br /> <br />LCRA and CITY: <br /> <br /> (a) Any release of lien under any mortgage indenture of <br />LCRA shall have been received by LCRA and a certified copy thereof <br />shall have been delivered to CITY; and <br /> <br />( b) <br /> <br />LCRA shall have obtained all requisite governmental <br /> <br />and regulatory consents and approvals for the conveyance, transfer <br /> <br />and assignment to CITY contemplated by this Agreement, including, <br />but not limited to, the transfer of LCRA's Certificate of <br /> <br />Convenience and Necessity for the San Marcos District Electric <br /> <br />Distribution System. <br /> <br />7.10 The representations and warranties set forth in Section <br /> <br />10.01 and Section 10.02, the obligations and undertakings of CITY <br />and of LCRA set forth in Articles II, V, VI and VIII shall <br /> <br />expressly survive the Closing and shall remain in effect until the <br /> <br />termination of this A~reement. <br /> <br />ARTICLE VIII <br />WHOLESALE PO~~R AGREEMENT AND OPERATING AGREEMENT <br />, <br /> <br />8.01 At the time of Closing of the sale of Properties under <br /> <br />18. <br />