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5 <br /> (b) no provision of this Agreement, other than the requirement to bargain as <br /> described in Section 1.03, shall become effective until the Parties have selected the New <br /> Solid Waste Management Site and finished developing the processes described in <br /> Sections 3.02(a) and 3.02(b); and <br /> (c) the asset and liability transfer contemplated by Article II, and the transfer <br /> of operational control contemplated by Article V_ , shall not take place until Carrboro, <br /> Chapel Hill and the County haveAexecuted and delivered the Transfer Agreement, as <br /> contemplated by Sections 2.01 and 2.06. <br /> The adoption of the Solid Waste Management Plan, the selection of the New Solid Waste <br /> Management Site, the completion of the development of the row cesses described in <br /> Sections 3.02(a) and 3.02 and the completion of the Transfer are referred to in this <br /> Agreement as the"Open Matters." <br /> 1.03. Diligent. Good Faith Bargaining, The Parties shall bargain in good <br /> faith and with all due diligence, and shall use their respective best efforts, to reach final <br /> agreement on the Open Matters. <br /> 1.04. Deadline for-Negotiations (a) This Agreement shall automatically <br /> terminate on January 1, 1998, unless each Governing Board has adopted an appropriate <br /> resolution referencing this Agreement and stating that the Open Matters have been <br /> resolved to such Party's satisfaction. <br /> (b) Notwithstanding the provisions of subsection (a), if the Governing Board <br /> of Hillsborough is the only Governing Board that does not adopt such an approving <br /> resolution by January 1, 1998, then (i) this Agreement shall be of no further effect as to <br /> Hillsborough after January 1, 1998, and (ii) this Agreement shall automatically terminate <br /> on February 1, 1998, unless each of the other three Governing Boards has adopted a <br /> subsequent appropriate resolution determining to allow this Agreement to continue in <br /> effect as among such other three Parties. <br /> ARTICLE II <br /> Coun , 's Acquisition of Existing Solid Waste System <br /> 2.01. County's Acquisition; Consideration. In consideration for the <br /> transfer of assets described in Section 2.02, and in consideration for the other <br /> undertakings of the Towns in this Agreement (including the undertakings set forth in <br /> Section 2.04), but without additional monetary compensation, the County agrees to <br /> assume the liabilities described in Section 2.03 and to undertake the other obligations <br /> imposed on it by this Agreement. The Transfer will be consummated pursuant to a <br /> separate transfer agreement (the "Transfer Agreement') to be negotiated among the <br /> 3 <br />