(vii)
a certified copy of the appropriate Borough resolution(s) and/or ordinances authorizing the transactions contemplated hereunder;
(viii)
a signed certification by the Borough that the warranties and representations in Article II are true and correct as of the Closing Date;
(ix)
originals or copies of all governmental permits and licenses for the Wastewater System, or any component thereof, in the Borough’s possession, to the extent transferable;
(x)
Any other tax information regarding the Borough that the Settlement Agent (as that term is used in Section 6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code;
(xi)
Such other resolutions, instruments, affidavits and documents as may be reasonably necessary to effectuate the transaction., including, but not limited to ,the appointment of Buyer’s designees to the Board of the SRVSA, no later than the expiration of the terms of the Borough’s existing Board members, if permitted by law, and such additional undertakings to ensure that the Borough will act as nominee for the Buyer with respect to the operations and future financial commitments with respect to its interrelationship with the SRVSA, as contemplated by Section 5.1(j) below.
(B)
Buyer will execute, acknowledge (if appropriate) and deliver to the Borough:
(i)
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;
(ii)
an Assignment and Assumption Agreement in the form attached hereto as Exhibit B;
(iii)
a General Assignment in the form attached hereto as Exhibit G;
(iv)
a Settlement Statement;
(v)
Certified copy of appropriate corporate resolution(s) authorizing the transactions contemplated hereunder;
(vi)
a signed certification by Buyer that the warranties and representations in Article III are true and correct as of the Closing Date;
(vii)
Any tax information regarding Buyer that the Settlement Agent (as that term is used in Section 6045 of the Code) is required to report to the Internal Revenue Service pursuant to the Code;