Section 5.1. PRE-CLOSING COVENANTS AND CONTINGENCIES.
The performance of this Agreement is contingent upon the satisfaction of all the conditions
set forth below. In that regard, the Parties agree as follows with respect to the period
between the execution of this Agreement and the Closing:
(A)
General. Each of the Parties will use its reasonable best efforts to take all actions
and to do all things necessary, proper, or advisable in order to consummate and
make effective the transactions contemplated by this Agreement and the
Transaction Documents.
(B)
Access to Books. Upon reasonable prior notice, the Borough will give the
Buyer, its accountants, engineers, counsel and other representatives full access
during normal business hours throughout the period from the date of this
Agreement through the Closing Date to all of the Borough’s records, books, and
properties with respect to the Wastewater System, including, without
limitation, all customer usage data and will furnish the Buyer copies, including
in electronic format reasonably acceptable to the Buyer, at the Buyer's expense,
of such documents or portions of documents related to the ownership, operation
and maintenance of the Wastewater System as the Buyer may reasonably
request, provided such documents and electronic media are in the Borough’s
possession or in the possession of third parties under contract with the Borough.
(C)
Permits. Prior to the Closing, the Parties shall cooperate to effect the transfer
of all Permits related to the operation of the Wastewater System which were
granted to the Borough by any Governmental Authority, which transfer shall be
effective on our after but not before the Closing. The Borough shall provide
reasonable assistance to the Buyer as reasonably requested by the Buyer with
respect to such applications.
(D)
Operation of Wastewater System. The Borough will:
(ii)
maintain the Wastewater System in at least as good order and condition
as existed on the date of this Agreement, casualty and normal wear and
tear excepted;
(iii)
timely comply with the provisions of all leases, agreements, and
contracts relating to the Wastewater System; and