The Transaction Closing Conditions Precedent Covenants. 24 Section 2.1 Grant of Lease and Concession 24 Section 2.2 Closing 24 Section 2.3 Deposit 25 Section 2.4 Conditions Precedent; Termination 26 Section 2.5 Covenants 29 Section 2.6 Memoranda of Lease 33 Section 2.7 Closing Deliveries 33 Section 2.8 Intended Treatment for Federal and State Income Tax Purpose 33
The Transaction Closing Conditions Precedent Covenants. Section 2.1.Grant of Lease and Concession; Sale of System Assets» . Upon the terms and subject to the conditions of this Agreement, effective at the Time of Closing, (a) the Concessionaire shall pay the City the exact amount of __________________________________ dollars ($________________) in cash (the “Consideration”) and (b) the City shall (i) demise and lease the System to the Concessionaire free and clear of Encumbrances other than Permitted City Encumbrances, for and during the term (the “Term”) commencing on the Closing Date and expiring on the fiftieth (50th) anniversary of the Closing Date (or such later date as required pursuant to the terms of this Agreement to effect a Delay Event Remedy), unless terminated earlier in accordance with the terms of this Agreement, (ii) grant the Concessionaire a right for and during the Term to operate the System and to provide Utility Services, and in connection therewith (A) to use, possess, operate, manage, maintain, rehabilitate, expand and improve the System and (B) to charge Service Charges and collect Revenues in connection with the operation of the System for Utility Purposes and otherwise in accordance with and pursuant to this Agreement, and (iii) assign, transfer and otherwise convey to the Concessionaire by xxxx of sale each of the System Assets, free and clear of any Encumbrances (other than Permitted City Encumbrances) and the Concessionaire shall accept each such demise, lease, grant, assignment, transfer and conveyance (collectively, the “Transaction”). The rights granted to the Concessionaire to use, possess, operate, manage, maintain and rehabilitate the System and to charge Service Charges and collect Revenues are subject to (A) the Reserved Powers of the City, (B) the Municipal Services Agreements and (C) the Sludge Agreement.
The Transaction Closing Conditions Precedent Covenants. A. Section 2.1:
The Transaction Closing Conditions Precedent Covenants
