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and as consideration for all of the undertaking herein contained <br />on the part of Seller, a total purchase price of $225,000.00 at <br />closing. <br />.4. The Seller agrees that it will read the meters of all <br />metered customers within three (3) days prior to the actual closing <br />date as provided in this Agreement. Bills will be prepared by the <br />Seiler for each of the customers. These bills will include all <br />amounts due up until the time of the just mentioned meter reading. <br />The bills will be sent to the customers of Seller with payment to <br />be made to the Seller. After closing Seller agrees to continue <br />billing on behalf of Buyer for up to three (3) additional months <br />with Buyer paying the cost.of said billings. The billing shall <br />be payable to Buyer at an address to be designated. Seller shall <br />be.responsible for the collection of all delinquent accounts <br />receivable. First monies received after closing shall be applied <br />to the then outstanding County utility bills. <br />5. Conveyance of the Subject Assets: All of the Subject <br />Assets shall be conveyed by Seller to Purchaser free and clear of <br />all encumbrances by Warranty Deed, Bills of Sale with general <br />warranties of title, Instruments of Conveyance, and Assignments <br />of Contracts as may be required to transfer, assign, and deliver <br />to Purchaser the Subject Assets. Said Bills of Sale, Instruments <br />of Conveyance, and Assignments shall contain appropriate provisions <br />to clearly show that Seller shall assign to Purchaser, and Purchaser <br />shall assume and agree to perform, all disclosed continuing <br />obligations of Seller that relate to the ownership and operation <br />of the Subject Assets and all franchise and operating permits <br />issued to Seller for its Indian River County operations. After <br />closing, the Seller shall have no further obligation under the <br />franchise issued to it by the Purchaser. The Subject Assets shall <br />be conveyed subject to all zoning, subdivision and residential <br />restrictions and easements of•record. Seller shall provide fifteen <br />(15) days prior to closing, a Title Insurance Binder and subsequent <br />Final Policy showing insurable title to the real estate being <br />conveyed. <br />6. Conditions Precedent to Closing: Prior to or at closing, <br />as the case may be, the following conditions must be fulfilled. <br />DEC 6 997 <br />� _ L <br />