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consummate the sale contemplated hereby without the joinder of any other person, and the party signing on behalf of City has been duly authorized to sign on behalf of City. ARTICLE 6. AUTHORITY PRE-CLOSING OBLIGATIONS 6.1 Roof. Authority shall cause completion, at its sole cost, of all scheduled repairs to the Jail roof, prior to closing, or as soon thereafter as possible. Authority shall provide the City the opportunity to inspect the roof before determining that the roof contractor has achieve substantial and final completion and shall incorporate the results of the City's substantial completion inspection into its punch list. Except to the extent prohibited by the contract, all warranties related to work or materials under the roofing contract shall be assigned by the Authority to the City at Closing. 6.2 Major Capital Repairs. A "Major Capital Repair" is a repair reasonably anticipated to cost more than $25.000. Except for the roof repairs refenced in Section 6. 1, Authority shall have no obligation to make any Major Capital Repair prior to Closing. 6.3 Post -Closing. After Closing, the City shall have sole responsibility for repair and maintenance of the Property. This Section 6.3 shall survive Closing. 6.4 Existing DebL All debt related to the Property or the Jail that exists as of the Effective Date (the "Existing Debt") shall be the sole obligation of the Authority. Authority shall take all necessary actions to ensure that the Existing Debt will not, and does not, encumber the Property or operations on the Property as of and after Closing. 6.5 Post -Closing Organization. The Authority and the Member Jurisdictions shall have taken such actions and entered into such agreements as are necessary to consent to and establish the Post - Closing Organization terms set forth in Section 11.1. 6.6 Jail Operations. Prior to Closing, the Jail shall have relocated all inmates, and no inmates shall be incarcerated at the Property. 6.7 City Remedies. In the event Authority has not satisfied the pre-closing obligations set forth in this Article by the deadline for Closing, the City may at its option elect either to terminate this Agreement or extend the deadline for Closing. If the City extends the deadline for Closing, Authority shall take commercially reasonable measures to satisfy any outstanding pre-closing obligations as soon as reasonably possible. ARTICLE 7. CLOSING 7.1 Closing. City shall cause closing to occur on conveyance of the Property ("Closing") no later than ninety (90) calendar days after the expiration of the Due Diligence Period (unless the parties mutually agree in writing to an extension or the City extends the deadline for Closing pursuant to Sections 5.3 or 6.7). Closing shall be held at the Title Company or at the offices of such other closing agent as may be agreed by the parties, on a date elected by City by giving not less than five (5) business days' prior notice to Authority (the "Closing Date"), it being understood that the parties intend to close the transaction through an escrow arrangement without the need for the parties to be physically present. If City has not caused the Closing to occur within the timeframe required herein (including any extensions), then either party shall have the right to terminate this Agreement upon written notice to the other. .6-