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<br />1 .12 Maintenance Costs of Keesee Diversion Dam. Purchaser acknowledges <br />that the Broyles Family has historically shared costs with the Fort Bent Ditch Company ("Fort <br />Bent"), for the joint use and maintenance of the Keesee Diversion Dam under which the Keesee <br />owners paid one-third of the operation and maintenance costs of the Diversion Dam, and Fort <br />Bent paid two-thirds of said costs. Purchaser agrees that, unless and until the owners of the <br />Keesee Water Rights renegotiate this historical arrangement to. share costs with Fort Bent for the <br />joint use and maintenance of the Keesee Diversion Dam, that after closing, regardless of whether <br />it requests the Easement pursuant to Section 1.11 above, it will pay one-half of one-third of these <br />costs as its pro-rata share attributable to the ownership of the Water Rights upon receipt of a <br />written invoice describing such costs. .. <br /> <br />SECTION 2 - CLOSING <br /> <br />2.1 . Date and Place of Closing. Subject to the terms and conditions set forth <br />herein, the closing of the sale of the Water Assets shall take place at 10:00 a.m. on October I, <br />2003, at the office of Purchaser, or on such other date or at such other place mutually acceptable <br />to the parties. <br /> <br />2 .2 Conduct of Closing. At closing, the following shall occur each of which <br />shall be a condition precedent to the others: <br /> <br />a. Seller shall convey the Water Assets (i.e. the Water Rights, <br />together with the Dry-Up Covenant, the Revegetation Covenant <br />and the Right of Entry) to Purchaser by execution and delivery of a <br />special warranty deed in the form attached hereto as Exhibit C free <br />and clear of all liens and encumbrances, except any title defects <br />expressly waived by Purchaser pursuant to Sections 1.2 or 1.9.b. of <br />this Agreement. <br /> <br />b. Seller shall convey to Purchaser one-half (Y2) of Sellers right, title <br />and interest in the Keesee storage account in John Martin <br />Reservoir by execution and delivery of an assignment in the form <br />attached hereto as Exhibit D. <br /> <br />C. Seller shall execute and deliver to Purchaser the Affidavit of Use <br />in the form attached hereto as Exhibit E. <br /> <br />d. Purchaser shall deliver to Seller the Final Payment in cash or <br />certified funds. <br /> <br />e. The parties will execute and deliver to each other any other <br />documents reasonably required to properly close the transaction. <br /> <br />Page 12 of 29 <br />