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close the transaction or pay the purchase price or any part thereof at or after the closing. C. The Board of Directors and stockholder of UTILITY shall have ratified and approved the execution of this Agreement, and authorized the sale of the system and certified copies of the resolutions evidencing such ratifications and approval shall have been delivered to COUNTY. D. The Board of County Commissioners of Indian River County, Florida, shall have taken all actions and proceedings, and adopted all resolutions or ordinances, necessary to authorize the purchase of the system and the execution of this Agreement. E. COUNTY assumes in writing the obligations of UTILITY contained in all Developers' Agreements described in Exhibit "B", except for refundable advance agreements, if any. F. Both parties shall each have performed all the undertakings required to be performed by them under the terms hereof prior to or at closing. G. All warranties and representations herein of both parties shall be true as of the closing date. 21. AT CLOSING. A. All documentary stamps, if required, on the deed of conveyance of real estate included in the system shall be paid by UTILITY. Recording costs shall be paid by COUNTY. B. Taxes on the system shall be prorated as of the closing date based on the 1988 taxes at maximum discount. C. All deposits on customers' accounts in existence on the closing date will be paid over by UTILITY to COUNTY, in cash or acceptable check. D. Accounts receivable due UTILITY for unpaid sewer and irrigation service as of the date of closing shall b,:long to UTILITY. UTILITY shall furnish to COUNTY at closing a listing of its accounts receivable, by customer and individual amount. No receivables owed to UTILITY on account of sewer and irrigation service more than sixty (60) days in arrears shall be included on such list. At closing, COUNTY shall pay to UTILITY a sum equal to the aggregate total of such receivables, and COUNTY will acquire such receivables to be collected in the ordinary course of business. E. The parties recognize that the closing may be established during a normal billing cycle of UTILITY. Gross revenues from sewer and irrigation service shall be estimated based upon the preceding month's billings and a proration of such revenues shall be made, with COUNTY making payment to UTILITY for the number of days elapsed in the then current monthly billing cycle based upon said estimate of the then current billing cycle receivables. 22. HOLD HARMLESS. Any provisions of this contract or attachments to the contrary notwithstanding, COUNTY assumes no responsibility for any refundable advances, if any, and UTILITY shall hold COUNTY harmless from and shall indemnify COUNTY against any claims relating to refundable advances.