3176897NJAW Proposal Mark-Up
of the Closing Date;
(B)
the Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
(C)
there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement or the Transaction Documents;
(D)
the Buyer shall have secured from the Borough, the BPU, NJDEP, and all other applicable governmental and quasi-governmental entities, all authorizations and approvals required for the transfer of the Wastewater System to the Buyer, including but not limited to the NJDEP Permits, if necessary (the “Approvals”). The Parties shall use all reasonable efforts to obtain the Approvals and to do so as expeditiously as reasonably possible. In connection with the Approvals, the Buyer shall deliver to the Borough or cause to be delivered to the Borough, through addition(s) to the applicable service list(s), copies of all correspondences to and from the bodies with whom the applications have been filed or will be filed. The Borough covenants to cooperate with the Buyer, at the Buyer’s cost and expense, in the Buyer's efforts to obtain the Approvals and to promptly consent, when required by law, to all applications for the Approvals filed by the Buyer. The Buyer shall immediately notify the Borough in writing of any determinations made by any authority considering any application; and
(E)
the Borough shall have obtained any necessary consents and releases for the assignment and assumption of the assumed liabilities as defined in Exhibit B.
(F)
the Borough shall have approved: (A) defeasance and redemption of any outstanding bonds issued by the Borough on the Wastewater System; (B) discharge of any other outstanding debt issued to the Borough related to the Wastewater System and payable to any current lender; and (C) repayment of any grant issued to the Borough related to the Wastewater System that must be repaid due to the sale of the Wastewater System. At Closing, the Borough shall provide evidence that it has approved and satisfied any and all of the within obligations.
Section 7.3. SCHEDULE FOR CLOSING CONDITIONS. The Buyer shall promptly initiate and complete its conditions of Closing set forth in Section 7.1, provided, however, that all such conditions must be met no later than the date that is twelve (12) months following the date of this Agreement, or the adoption of the Township Consent, whichever is later. In the event that all such Closing conditions are not completed by such date notwithstanding the Company’s good faith efforts, the Borough shall have the right to terminate this Agreement and retain the $50,000 of the Transaction Costs Payment that had been paid to the Borough upon the passing of the Borough Ordinance approving the sale.