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<br />ÇC;t- <br />this Agreement and furnishes the City with executed powers of attorney from <br />each of the shareholders listed in Exhibit "A," together with such corporate and <br />partnership resolutions authorizing same as may be applicable, all of said <br />documents to be incorporated herein as Exhibit "B". In the event,that the City, <br />after all conditions precedent set forth herein have been met by Sellers, should <br />refuse to close this transaction by the purchase of Utility stock herein contracted <br />for, all interest earned on said deposit shall be paid to Sellers in proportion to <br />their respective stock ownership. <br />3. DISPOSITION OF SELLERS' DEBTS AND OBLIGATIONS <br />a. City shall assume the debts of Utility listed on Exhibit "D" attached hereto and <br />incorporated herein by reference. As to all other debts of Utility, Sellers shall <br />. <br />either discharge them in full prior to closing, or for all such debts that are not so <br />discharged, Sellers shall ensure that Utility will have sufficient non-plant assets, <br />including receivables, on hand as of closing so that they will exceed by at least <br />Five Thousand Dollars ($5,000) all of Utility's liabilities that are known or capable <br />of estimation as of the date of closing. .AII assets of the Utility conveyed to City <br />through this stock sale shall be free of all liens, security agreements, or other <br />encumbrances of any type or character except in conjunction with the debts <br />expressly set forth in Exhibit "D". At closing, Utility shall remain ~ financially <br />viable retail water service enterprise consisting, at a minimum, of all of the <br />assets listed on the attached Exhibit "C". <br />b. All obligations created herein shall survive closing. <br />-" -4- <br />