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F�ii, 5R4 MAY 51982 interests in Real Property the Company may own in connection with the utility system in the franchise area. Said Bills of Sale, Instruments of Conveyance, and Assignments shall contain appro- priate provisions to clearly show that Seller shall assign to Purchaser, and Purchaser shall assume and agree to perform, all continuing obligations of Seller disclosed on Exhibit "I" that relate to the ownership and operation of the Subject Assets and all franchise and operating permits issued to Seller for its Indian River County operations. After closing, the Seller shall have no further obligations under the franchise issued to it by the Purchaser. The Subject Assets shall be conveyed subject to all zoning, subdivision and residential restrictions and easements of record. Seller shall provide prior to takeover a title insur- ance binder and provide at closing a Final Policy showing insur- able title to the systems being conveyed. 5. -Conditions Precedent to Closing: Prior to or at closing, as the case may be, the following conditions must be ful- filled: (a) As to Purchaser: Purchaser shall furnish to Seller an Opinion dated the date of closing in form sufficient and satisfactory to Seller from the County Attorney for Purchaser, to the effect that: (i) This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal, valid, binding and enforceable obligation to Purchaser in accor- dance with its terms. (ii) There is no litigation or proceeding pend- ing against Purchaser that would in any way affect the validity of this Agreement, the enforceability of any payment made by Purchaser to this Agreement or the performance by Purchaser of each and every obligation imposed upon Purchaser pursuant to this Agreement. (iii) Such other matters incident to the trans- action herein contemplated as may be reasonably requested by Seller. (b) As Seiler: Seller shall furnish the follow- -4-