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acquired in lieu of any warranties by the UTILITY, except that <br />any warranties from manufacturers which are still applicable <br />shall be transferred to the COUNTY. The COUNTY shall otherwise <br />assume the condition of the purchased assets in an as -is, <br />where -is condition. <br />I <br />COUNTY agrees to install a mansard roof facade on the <br />111 building at the sewage treatment plant, at the expense of <br />UTILITY, as specified in Exhibit "E" to this Agreement, prior <br />II to or upon completing the plant expansion referred to in <br />Paragraph 3 above. COUNTY further agrees that the existing <br />'I temporary sewage treatment plant located on UTILITY's premises <br />shall be fully removed therefrom within ninety (90) clays after <br />II closing. <br />7. DEVELOPERS' AGREEMENTS REFUNDABLE ADVANCES <br />!Ie AND MISCELLANEOUS AGREEMENTS. <br />The COUNTY shall at closing assume in writing all the <br />obligations of UTILITY relating to the Agreements shown on <br />Exhibit "B", including the Agreement for the use of storage <br />tanks for treated effluent which irrigates neighboring lands, <br />maintenance of irrigation pumps, etc., but excluding <br />obligations for refundable advances, if any. Additional <br />Agreements may be added to Exhibit "B" after the date of <br />execution of this Agreement and before closing only with the <br />written consent of the COUNTY, which consent will not be <br />unreasonably withheld for Agreements relating to developments <br />within the present franchise area. Only those Agreements which <br />are listed on Exhibit "B" shall be honored by the COUNTY, <br />COUNTY accepting no responsibility for repayment of refundable <br />advances. <br />8. TITLE INSURANCE' PERMITTED ENCUMBRANCES. <br />A. Title Policy. Within twenty (20) days after the <br />execution and delivery of this Agreement, UTILITY will cause to <br />be issued and delivered to COUNTY and addressed to it current <br />title insurance commitments issued by a title insurance company <br />acceptable to COUNTY, covering the real estate included in the <br />system (Exhibit "D"), which commitment shall be in amounts <br />equal to the amounts of the 1988 Indian River County Tax <br />Assessments against each parcel. The cost of the title <br />insurance commitments shall be borne by UTILITY. The cost of <br />title insurance issued pursuant to the commitment shall also be <br />borne by UTILITY. If the transaction is not closed due to the <br />fault of the COUNTY, then COUNTY shall reimburse UTILITY for <br />the cost of the title commitment. The title insurance <br />commitments shall commit the insurer to issue owner's title <br />insurance policies to COUNTY covering the real estate included <br />in the system (substantially in accordance with ALTA Standard <br />Owner's Form) upon the recording of deeds to the property, said <br />commitments reflecting UTILITY's title to the real estate to be <br />marketable and insurable, except for the permitted encumbrances <br />(as hereinafter defined), the standard printed exceptions <br />usually contained in an owner's title insurance policy, and the <br />standard exclusions from coverage (excepting, however, from <br />such standard exclusions, mechanics' liens and any data or <br />facts that an accurate survey of the property may disclose). <br />The permitted encumbrances shall not be deemed or construed to <br />render UTILITY's title to the real estate unmarketable, and <br />COUNTY shall not have the right to refuse to close by reason <br />hereof. COUNTY shall notify UTILITY in writing no later than <br />five (5) days after receipt of said title insurance <br />commitments, of any alleged defect in UTILITY's title to the <br />real estate (other than those excepted herein and the permitted <br />encumbrances), such written notice to include all exceptions, <br />encumbrances, liens, easements, covenants, restrictions or <br />other defects in UTILITY's title to the real estate (other than <br />the Permitted Encumbrances) which, in the opinion of COUNTY's <br />