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<br />they relate to the property to be sold aRd transferred to City hereunder until the <br />it <32 ~ íJ.., <br />day ~\'vrH~ t~~ ~ of closing. <br />b. City shall have the right and Sellers shall afford City and all agents and <br />delegates of City and representatives of the TNRCC or parties to, any TNRCC <br />hearing concerning this agreement the opportunity to make such inspections of <br />Sellers' and/or Utility's books and records and properties as such persons or <br />entities shall deem necessary in order to determine whether the representations <br />and warranties made herein are true and correct and whether such transaction <br />. . <br />is in the public interest as defined by Chapter 13 of the Code. <br />c. All of the terms, representations, and covenants herein set forth are continuing <br />terms, representations, and warranties and shall survive the closing. This <br />. <br />agreement shall bind and inure to the benefit of the Sellers and the City and <br />their respective heirs, executors, administrators; successors, and assigns. <br />d. Utility's president and majority shareholder agrees that if at any time hereafter <br />it shall be discovered that any of the representations or agreements of Sellers <br />contained in this agreement were intentionally inaccurate, misleading, or <br />erroneous, made with conscious indifference or gross disregard to material facts <br />available to the Utility's president and majority shareholder, or have not been <br />performed in any material respect, Utility's president and majority s,hareholder <br />shall promptly pay to City the amount required to compensate City fully for any <br />and all loss, cost and expense suffered by City as a result thereof. <br />e. City shall be obligated to operate the utility system in a prudent, workmanlike <br />-9- <br />