3176897NJAW Proposal Mark-Up
(B)
assume and meet all contractual commitments of the Borough on and after the Closing Date in connection with the contracts set forth in Exhibit E (collectively, (A) and (B) constitute the “Assumed Liabilities”);
(C)
comply with the Rate Stabilization Covenant set forth in Section 8.3;
(E)
provide the customers of the Wastewater System with continuous, safe and reliable service in accordance with applicable laws and regulations, and the Buyer’s tariff as approved by the BPU;
(F)
maintain or expand the Wastewater System in conformance with existing Borough land use and zoning ordinances, master plan, and historic district standards, as applicable;
(H)
make the required capital improvements pursuant to Section 8.4; and
(I)
make application, with the assistance of the Borough, for the transfer, effective at the Closing, of all wastewater system permits and approvals issued to the Borough prior to Closing by the NJDEP or any other local, State or federal agency.
Section 4.6. THE CLOSING. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of DeCotiis, FitzPatrick, Cole & Giblin, LLP, located at 61 South Paramus Road, Suite 250, Paramus, New Jersey 07652 forty- five (45) days after the satisfaction of the last condition to be satisfied pursuant to Article VII herein (the "Closing Date"). The Parties may mutually agree in writing to have the Closing at another time or place or to conduct the Closing via electronic document execution and transfer.
Section 4.7. DELIVERIES AT THE CLOSING. At the Closing:
(A)
The Borough will execute, acknowledge (if appropriate), and deliver to the Buyer:
(i)
a bargain and sale deed associated with the Wastewater System without covenant against grantor's acts, in recordable form, duly executed by the Borough;
(ii)
an assignment of easements in the form attached hereto as Exhibit F, to convey all easement rights associated with the Wastewater System, which to the extent possible shall be listed, subject to the Permitted Encumbrances;
(iii)
a Bill of Sale in the form attached hereto as Exhibit C;
(iv)
an Assignment and Assumption Agreement in the form attached hereto as Exhibit B;
(v)
a General Assignment in the form attached hereto as Exhibit G;
(vi)
a Settlement Statement;