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s Water Company hereby assigns to the District, effective on the sale date, all such contracts which upon said date are still wholly or partially unperformed, and the District hereby agrees, effective as of the sale date, to assume all liabilities, including liability for further refunds under said contracts, and to indem­nify and save harmless the Water Company from any liability for re­funds under said contracts subsequent to the sale date. The Dis­trict hereby agrees to assume, effective as of the sale date, all liability under said contracts with respect to any unexpended por­tions in the possession of the Water Company upon the sale date of sums of money deposited with the Water Company under such contracts as advances for the construction of water mains. Section 12. First Parties, and each of them, reserve the right to conveyor transfer any or all of the properties re­ferred to in Section 1 hereof at any time prior to the sale date to one or more of First Parties, or to some other affiliated cor­poration, upon the condition that such transferee shall assume the obligation to convey and transfer said properties to the District upon the sale date in accordance with the provisions of this agree­ment. Regardless of such conveyances and transfers between the First Parties or their affiliated corporations, First Parties shall not be relieved of their obligations hereunder to convey or cause to be conveyed such properties to the District at the times and subject to the conditions herein referred to. The obligation of the First Parties to convey, or to cause to be conveyed, said properties to the District at the times and subject to the condi­tions herein provided shall be subject to the ability of First Parties, or their said successor or successors in ownership, to obtain such approval of applicable governmental authorities, in­cluding the Nevada Public Service Commission, as may be required. When the escrow referred to in Section 7 hereof shall have been opened, or at such earlier time as the parties hereto mutually agree, First Parties, or such of them as may be concerned there­with, shall file with the Public Service Commission of the State of Nevada application requesting authority of the said Commission to transfer such of said properties as are then maintained and operated as a public utility for the furnishing of water to the inhabitants of the City of Das Yegas to the District in accord­ance with the provisions of this agreement and shall thereafter diligently prosecute said application for the purpose of secur­ing such authority, unless the parties hereto shall agree that such authority is not required. Section 13. The First Parties, and each of them, agree that from and afterthe date of this agreement an£ prior to the 28.