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ing to Purchaser: (i) An Opinion dated the date of closing in form sufficient and satisfactory to Purchaser from Richard Bogosian, attorney for Seller, as to: Seller. (a) The due organization and existence -of (b) The due authorization for the execu- tion and delivery and the validity of this Agreement and all instruments and documents executed in connection with the closing. (c) The proper form, execution and de- livery, sufficiency, and enforceability in accordance with the respective terms of this Agreement, all Bills of Sale and other instruments of conveyance and Assignments by which the Seller con- veys the Subject Assets to Purchaser. (ii) An Affidavit executed by an officer of Seller stating that there are no debts�or obligations owed by Seller to any person whomsoever that create any lien, claim or encumbrance upon the Subject Assets which Affidavit shall comply in form with the Bulk Sales Law, subject to pending D.E.R. litigation. This Provision, however, shall not be construed to impose the duties of Bulk Sales -Law upgn this transaction which is exempt under said laws. (iii) County shall release any claim to the $1,000.00 per week escrow deposit order to be made by Ixora Utilities, Inc. into its own escrow account by Judge Sharp in the. D.E.R. litigation, Case No. 79-77. (c) Both parties recognize and agree that this transaction is contingent upon and closing shall not occur until; 1) The Purchaser receives a letter of condi- tions that is acceptable,to County from Farmers Home Loan Administration indicating conditions precedent to the Farmers Home Loan Administration's purchase of sufficient water and sewer revenue bonds to raise the purchase price and funds necessary to make improvements to bring the system into compliance with DER guidelines; and MAY 5 1982 —5— am 49 PAE 565