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<br />SEcr-lON~REP-RESEN'fA-TJONS~-A.RRANIIESANnCOY-ENANIS--------_. <br /> <br />3 .1 Representations. Warranties. and Covenants of Seller. Seller represents, <br />warrants and covenants to Purchaser as of the Effective Date and as of closing as follows: <br /> <br />a. Seller covenants and agrees to support and cooperate fully with <br />Purchaser in any future proceeding involving the Water Rights <br />brought by Purchaser before any applicable administrative, water <br />court or other judicial proceeding. Such support and cooperation <br />shall include, but not be limited to, producing documents and <br />giving testimony in court regarding the historic use of the Water <br />Rights. Seller further agrees not to oppose any such proceeding. <br /> <br />b. Prior to the closing date, Seller: <br /> <br />1. Shall not dispose of any interest in the, Water Assets or <br />pledge or subject to any lien or encumbrance any interest in <br />the Water Assets. <br /> <br />11. Shall not abandon the Water Rights. <br /> <br />111. Shall not implement changes to the historic use of the <br />Water Rights. <br /> <br />IV. Shall not apply for any change in the historic use of the <br />Water Rights in either Water Court or administratively <br />before the Colorado State Engineer, except as otherwise <br />provided in this Agreement. Purchaser and Seller <br />recognize that an application to change the type and place <br />of use of the Keesee Water Rights, including the Water <br />Rights, is currently pending in Case No. 82CW130. <br /> <br />c. During Seller's ownership of the Land, the Water Rights have been <br />used at the location and in the manner described in the Affidavit of <br />Use attached hereto as Exhibit E. Seller hereby acknowledges that <br />Purchaser entered into this Agreement in reliance upon Seller's <br />affirmation at closing of the representations contained in the <br />Affidavit of Use. <br /> <br />d. Seller has not intended to abandon the Water Rights during its <br />ownership of the Water Rights and no such abandonment has been <br />caused by it. <br /> <br />e. There is no pending or threatened litigation, condemnation or <br />eminent domain action, administrative proceeding or real estate tax <br /> <br />Page 13 of 29 <br />