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(iii) all obligations within the area served by the <br />Subject Assets, to construct, maintain, operate, repair, improve, <br />remove and extend the water utility systems which are a part of <br />the Subject Assets and serve customers with the Subject Assets <br />following the closing date. <br />(b) As to Seller: Seller does hereby agree to indemnify and <br />to hold Purchaser harmless from any and all obligations, expenses, <br />costs, attorneys' fees, damages, penalties or other liabilities <br />of every kind and nature whatsoeveri <br />wh ch Purchaser may incurP rior <br />to the closing date as a result of or which may arise prior to the <br />closing date from <br />(i) the ownership and operation of the Subject Assets; <br />(ii) all contracts, easements, licenses, franchises, <br />service agreements, developer agreements, right of way agreements <br />and other privileges and rights assumed by Purchaser; and <br />(iii) all obligations within the area served by the <br />Subject Assets, to construct, maintain, operate, repair, improve, <br />remove and extend the water utility systems which are a part of <br />the Subject Assets and serve customers with the Subject Assets <br />prior to the closing date. <br />11. Commissions: The transaction contemplated by this <br />Agreement is a direct, private transaction between Seller and <br />Purchaser without the use of a broker or commissioned agent by <br />s either party hereto. <br />12. Survival of Representations, Warranties, Covenants, <br />Conditions, Commitments, and Agreements: All representations, <br />warranties, covenants, conditions, commitments, and agreements <br />contained herein or made pursuant 'hereto shall not merge with the <br />closing hereof but.shall survive'the closing. <br />13. Closing: The closing of the purchase and sale of assets <br />as contemplated by this Agreement shall take place on or before <br />the 15th day of December, 1978, at a time to be -agreed upon by <br />Purchaser and Seller in Vero Beach, Florida. If Seller or -Purchaser <br />has not fulfilled all of its duties and obligations to be performed <br />under the terms of this Agreement prior to the time of the closing, <br />- 6 <br />-DEC 6 197 <br />aw, va,149, <br />