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<br />I <br /> <br />I <br /> <br />on the Attached Exhibit 'A," which IS attached to and Incorporated Into this agreement <br /> <br /> <br />for all purposes, to the City <br /> <br /> <br />2. Consideration paid by City. <br /> <br /> <br />a At closing. City shall pay to each of the sellers In equal share, a total of One <br /> <br />Hundred Thousand Dollars ($10000000). that IS Fifty Thousand Dollars ($50,00000) <br /> <br />to each of the two owners Payment shall be made In full, at clOSing, by City check <br /> <br />b Ten percent (10%) of the purchase prtce shall be deposited by the City In an <br /> <br />interest bearing munIcipal account Within five working days of the effective date of thiS <br /> <br /> <br />Agreement; The effective date of thiS Agreement shall be the date upon which Sellers <br /> <br />execute thiS agreement after the agreement has been approved by the CIty Counctl <br /> <br />3. Disposition of Sellers' Debts and Obligations <br />a City shall assume the debts. If any, of Utility listed on the attached Exhibit "8' As <br /> <br />to all other debts of the Uttllty, Sellers shall either discharge them In full prror to clOSing, <br /> <br />or for such debts that are not so discharged SeHer shall ensure that UtIlity will have <br /> <br /> <br />suffiCient non-plant assets, Including receivable, on hand as of clOSing so that they wtll <br /> <br /> <br />exceed by at least Five Thousand Dollars ($5.000 00) all of Utility's liabilities that are <br /> <br /> <br />known or capable of estImation as of the date of clOSing All assets of the Utility <br /> <br />conveyed to CIty through thiS sale shall be free of al liens. secunty agreements. of other <br /> <br />encumbrances of any type of character except In conJullctlon WIth the debt, If any <br /> <br />expressly set out In Exhibit uS ., <br />b. All obligations created herein shall survIve clOSing <br /> <br />I <br /> <br />Page 3 of 12 <br />