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(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 process described in Section <br /> 3.02(a); 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 have executed 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 process described in Section <br /> 3.02(a).and the completion of the Transfer are referred-to in this Agreement as the "Open <br /> 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. This Agreement shall automatically <br /> terminate on December 1, 1997, 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 /> ARTICLE II <br /> Counter'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's to be negotiated among the <br /> County, Carrboro and Chapel Hill, which agreement shall be subject to approval by the <br /> respective Governing Boards of those three Parties. <br /> 2.02. Assets. (a) Under the Transfer Agreement, Carrboro and <br /> Chapel Hill shall transfer all of their respective right, title and interest in and to all of the <br /> Existing System Assets to the County. <br /> 3 <br />