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EXHIBIT <br />ASSET TRANSFER AGREEMENT <br />THIS ASSET TRANSFER AGREEMENT (the "Agreement') is made this day <br />of , 2018 between the CITY OF CLEVELAND C'Transferee'� acting through <br />its Director of Public Utilities under the authority of Ordinance No. 778-06, passed by the <br />Council of the City of Cleveland on June 5, 2006, and the CITY OF <INSERT <br />MUNICIPALITY NAME> ("Transferor") acting by authority of Ordinance No. , <br />adopted on , 2018. <br />RECITALS <br />1. Transferor owns and controls a water distribution system; <br />2. The parties entered into a Restatement of the Water Service Agreement to <br />which this Agreement shall be attached; <br />3. As partial consideration for the Restatement of the Water Service <br />Agreement, Transferor agreed to transfer ownership of its distribution <br />system to Transferee; and <br />4. Transferor desires to transfer to Transferee all rights of Transferor in and <br />to the distribution system and Transferee desires to acquire from Transferor <br />the distribution system upon the terms and conditions set forth in this <br />Agreement. <br />In consideration of the mutual promises set forth in this Agreement, the parties <br />agree as follows: <br />ARTICLE I. TRANSFER OF ASSETS <br />1.01 Subject to the terms and conditions of this Agreement, on the Closing Date <br />(as defined below), Transferor agrees to assign, transfer and deliver to Transferee and <br />Transferee agrees to accept from Transferor, all of Transferor's right, title and interest in <br />and to the following (collectively referred to as the "Assets'): <br />(a) Distribution System — All water distribution mains and appurtenances, <br />including valves, pressure regulators, city -side connections, and fire <br />hydrants located within Transferor's territorial limits. <br />(b) Real Estate Interests — Defined below. <br />1.02 Liabilities Not Assumed. Transferee will not assume or be liable for any <br />liabilities or obligations of Transferor or any predecessor, whether known or unknown, <br />relating to the ownership or use of the Assets prior to the Closing Date. <br />1.03 Real Estate Interests. Transferor grants to Transferee those rights in real <br />estate necessary and/or desirable for the effective ownership, use and maintenance of <br />