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the same force and effect as if made at that time and shall survive the Closing for a period of two (2) <br />years. <br />12. CONTINGENCIES. <br />(a) City's Contingencies. The obligations of the City under this Agreement are <br />expressly contingent upon each of the following (the "City's Contingencies"): <br />(i) The City shall have determined on or before the Closing Date, that it is <br />satisfied, in its sole discretion, with the results of any environmental/soil <br />investigations and tests of the Copart Parcel conducted by the City, the costs of <br />which shall be the responsibility of the City. By executing this Agreement, <br />Copart hereby authorizes the City, its contractors, and agents to enter upon the <br />Copart Parcel for purposes of conducting environmental, engineering and soil <br />tests. <br />(ii) The City shall have determined on or before the Closing Date, that it is <br />satisfied, in its sole discretion, with the title to the Copart Parcel. <br />(iii) All of the representations made by Copart shall be true and correct as of <br />the Closing Date. <br />(iv) Copart recording the Plat to be recorded simultaneously with the deeds to <br />the Copart Parcel and City Parcel. Copart shall be responsible for all costs <br />associated with the Plat and recording of the Plat. <br />If the City's Contingencies have not been satisfied on or before the Closing Date, then the <br />City may, at the City's option, terminate this Agreement by giving notice to Copart on or <br />before the Closing Date. The contingencies set forth in this section are for the sole and <br />exclusive benefit of the City, and the City shall have the right to waive the contingencies <br />by giving notice to Copart. <br />(b) Copart's Contingencies. The obligations of Copart under this Agreement are <br />expressly contingent upon each of the following ("Copart Contingencies"): <br />(i) Copart shall have determined on or before the Closing Date, that it is <br />satisfied, in its sole discretion, with the results of any environmental/soil <br />investigations and tests of the City Parcel conducted by Copart, the costs of which <br />shall be the responsibility of Copart. By executing this Agreement, the City <br />hereby authorizes Copart, its contractors, and agents to enter upon the City Parcel <br />for purposes of conducting environmental, engineering and soil tests. <br />(ii) Copart shall have determined on or before the Closing Date, that it is <br />satisfied, in its sole discretion, with the title to the City Parcel. <br />215118v12 9 <br />