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7.2.5 Assumption of the Contractor Licenses <br /> An Assumption of the Contractor Licenses in a form reasonably acceptable to the City. <br /> 7.2.6 Authority Documents <br /> Duly adopted resolutions by the members or governing body of OM, or other evidence <br /> satisfactory to Title Company and the City of the authorization of OM to enter into this <br /> Agreement and of the authority of the person(s) executing this Agreement and delivering <br /> documents at Closing on behalf of OM. <br /> 7.2.7 OM's Certificate <br /> A certificate certifying that each and every warranty and representation made by OM in <br /> this Agreement is true and correct in all material respects as of Closing as if made by OM at such <br /> time, except as shall have been disclosed to and waived by the City in writing. <br /> 7.2.8 Closing Statement <br /> The Closing Statement. <br /> 7.2.9 Dedication, Easement and Maintenance Agreement <br /> The Dedication, Easement and Maintenance Agreement described below. <br /> 7.2.10 Miscellaneous <br /> Such other items, documents, affidavits, real City Property instruments and certificates as <br /> the City reasonably requires or as may be necessary or desirable to consummate the purchase of <br /> the City Property and to induce Title Company to issue the Title Policy. <br /> 8. TIME AND PLACE OF CLOSING <br /> 8.1 Closing Date <br /> The closing date for the purchase and sale transaction described herein (the "Closing') <br /> shall be determined upon satisfaction or waiver of the Floodplain Contingency, Environmental <br /> Agreement and Consent Decree Assurance Contingency, Simpson NFA Contingency and Title <br /> Contingency (collectively the "Closing Date Timing Contingencies") and shall be a date (the <br /> "Closing Date") selected by OM with not less than ten (10) days- prior notice to the City, but in <br /> no event more than twenty (20) days after the date by which all of the Closing Date Timing <br /> Contingencies have been satisfied or waived; provided, however, this Agreement shall expire <br /> without any further action if all of the Closing Date Timing Contingencies have not been <br /> satisfied prior to September 30, 2007. If the Closing does not occur by October 20, 2007, then <br /> this Agreement shall terminate; provided, however, the Parties shall retain any rights or remedies <br /> they may have hereunder for any nonperformance prior to any such termination and the <br /> Surviving Obligations shall remain in effect after any such termination. <br /> -17- <br /> (16107-0063 <br /> 17- <br /> (16107-0063 LEGAL13023969.1 <br />