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38 <br /> (eW the asset and liability transfer contemplated by Article H, and the transfer of operational <br /> control contemplated by Article V, shall not take place until Carrboro, Chapel Hill and the <br /> County have executed and delivered the Transfer Agreement, as contemplated by Sections 2.01 <br /> and 2-.96-2.07. <br /> 33L Lselection of the New Solid Waste <br /> Management Sit , . <br /> Mdth and the approval by the Governing Boards of Carrboro. <br /> Chapel Bill and the County of a substantially final form of the Transfer Ag eem n are <br /> referred to in this Agreement as the"Open Matters." <br /> 1.03. 12i1igCnt Good_ Faith Bargaining: The Parties shall bargain together in good <br /> faith and with all due diligence, and shall use their respective best efforts, to reach final <br /> egeeemeaten resolution of the Open Matters. <br /> 1.04. Deadline,for Negotiations. This Agreement shall automatically terminate on <br /> December 1, 1997, unless each ParUls Governing Board has adopted an appropriate resolution <br /> referencing this Agreement and stating that the Open Matters have been resolved to such Party's <br /> satisfaction. <br /> ARTICLE H <br /> County's Acquisition of Existing Solid Waste System <br /> 2.01. ounty's Acquisition:Consideration. In consideration for the transfer of <br /> assets described in Section 2.02, and in consideration for the other undertakings of the Towns in <br /> this Agreement (including the undertakings set forth in Section Z.44) ZAU but without <br /> additional monetary compensation, the County agrees to assume the liabilities described in <br /> Section 2-0410 and to undertake the other obligations imposed on it by this Agreement The <br /> Transfer will be consummated pursuant to a separate transfer agreement (the "Transfer <br /> Agreement"j`to be negotiated-among the County, Carrboro and Chapel Hill, which agreement <br /> shall be subject to approval in its substantially final form by the respective Governing Boards <br /> of those three Parties. <br /> 2.02. Existing System Assets. (a) Under the Transfer Agreement, <br /> Carrboro and Chapel Hill shall transfer all of their respective right, title and interest in and to all <br /> of the Existing System Assets to the County. <br /> (b) The Parties agree that <br /> they do not <br />