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(iii) RRWCD's agreement to (ease water back to any municipal water <br />provider in Yuma County, Colorado that is required to augment or replace <br />municipal diversions due to compact, de-designation or government <br />regulations that would curtail such municipal diversions without <br />augmentation or replacement, (iv} a first right of refusal in favor of <br />RRWCD to renew the Water Lease at the end of the twenty (20) year term <br />at market rates, (v) a contingency providing that the terms of the Water <br />Lease are subject to the Closing and the conveyance of the Water Rights <br />to Buyer, and (vi}the termination of any and afl existing water leases <br />between RRWCD and any of the Sellers with respect to water from the <br />Laird Ditch. In addition, as part of the Water Lease or as a separate <br />action, the RRWCD must approve the Sellers Rights described in <br />Section 9 and the Wilson Use Covenant limitation in Section 8(b} (as that <br />limitation is later defined by agreement between the Parties) as further <br />Conditions Precedent. Delivery of the Lease Payment under the terms of <br />this Agreement, as is required for Closing, shall be the sole obligation of <br />RRWCD and is not the obligation of Buyer. The foregoing Condition <br />Precedent is for the benefit of Buyer and Sellers. <br />(d) Dissolution of Pioneer Irrigation District -Colorado. A portion of the <br />Water Rights (the "Pioneer Water") is owned and/or controlled by the <br />Pioneer Irrigation District, Colorado Board, a Colorado irrigation district <br />("Pioneer-CO"). On or before the Due Diligence Date, Pioneer-CO shall, <br />at its own cost and expense or at the cost and expense of Sellers, hold an <br />election to obtain approval of the conveyance of the Pioneer Water as <br />contemplated herein and approval of the dissolution of Pioneer-CO <br />contingent upon the Closing, in a manner consistent with Colorado law <br />and in a form reasonably acceptable to the Parties (the "Pioneer <br />Authorization"). As part of the Pioneer Authorization, Pioneer-CO shall <br />cause Pioneer-CO to satisfy all outstanding debts and liabilities <br />attributable to Pioneer-CO and/or shall irrevocably dedicate a portion of <br />its interest in the Purchase Price and Lease Payment to the retirement of <br />said debt. The foregoing Condition Precedent is for the benefit of Buyer <br />and Sellers. <br />{e) Pioneer Irrigation District -Nebraska. The Pioneer Ditch is jointly owned <br />and operated with an irrigation district formed under the laws of the State <br />of Nebraska (the "Pioneer-NEB"). Buyer desires the flexibility to operate <br />the Pioneer-CO ditch infrastructure and right-of--ways (the "Pioneer <br />~)?") in cooperation with Pioneer-NEB, if it so chooses. Prior to the <br />Due Diligence Date, Pioneer-CO shall execute an agreement with Pioneer- <br />NEB in a form reasonably acceptable to the Parties that, at a minimum, <br />addresses the following: (i) future maintenance and operation of the <br />Pioneer Ditch; (ii) future assessments with respect to the Pioneer Ditch; <br />(iii) consent of Pioneer-NEB to the sale of the Pioneer Water and Pioneer- <br />CO's interests in the Pioneer .Ditch to Buyer (the "Pioneer-CO/NEB <br />12368111181 t32 11 a <br />12368\1\1204401).5 Attachment 1 - 4 <br />