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this Interlocal Agreement, but otherwise free and clear of all <br />liens or encumbrances. <br />SECTION 3.03. CONSIDERATION. Subject only to adjustments and <br />prorations as provided herein, the total consideration for the <br />purchase, sale and transfer of the Sebastian Utility System shall <br />be Ten Dollars ($10.00) and: <br />(A) The County's defeasance of the Bonds until their <br />respective maturity dates in accordance with the provisions of the <br />Bond Resolution. The County specifically assumes the City's <br />obligations listed in Appendix F. <br />(B) The covenants and provisions of this Agreement, including <br />those in Article VI hereof, which are to become effective only upon <br />the purchase, sale and transfer of the Sebastian Utility System as <br />contemplated herein. <br />ARTICLE IV <br />CONDITIONS PRECEDENT TO CLOSING <br />SECTION 4.01. DEFEASANCE OF BONDS. Prior to closing the City <br />shall receive an opinion of nationally recognized bond counsel to <br />the effect that the Bonds are no longer outstanding under the Bond <br />Resolution. Such opinion shall be in substantially the form <br />attached hereto as Appendix A. <br />SECTION 4.02. COUNTY RESOLUTION ASSUMING SYSTEM. Prior to <br />closing the County shall adopt a resolution agreeing to accept and <br />acquire the Sebastian Utility System in substantially the form C <br />attached hereto as Appendix B. <br />.. <br />11 of 28 <br />