C150274 Feasibility Study

• Contract/PO #: C150274
• Contractor Name: Yuma County Water Authority Public Improvement District
• Contract Type: Loan
• Water District: 0
• County: Yuma
• Loan Projects - Doc Type: Feasibility Study

Agreement"). The foregoing Condition Precedent is for the benefit of
Buyer and Sellers.
(f) Drafl Conveyance Documents. On or before the Due Diligence Date,
Sellers shall prepare drafts of all documents necessary to convey the
Water Rights and grant the Sellers' Covenants to Buyer as provided for
under this Agreement, including such forms of special warranty deeds and
assignments and bills of sale to be used to convey the Water Rights, for
Buyer's review and reasonable approval. Sellers shall also prepare as soon
as is practicable a draft letter from the President of the Laird Ditch and the
President of the Pioneer~CO on what they believe to be the ownership of
the water rights associated therewith for Buyer's reasonable approval and
provide executed versions of the same on or before the Due Diligence
Date. The above-described conveyance documents and letters are
hereinafter collectively referred to as the "Conveyance Documents". In
addition, on or before the Due Diligence Date, Buyer shall prepare drafts
of the documents contemplated for the Individual Sellers' Rights described
in Section 9, below, for Sellers' review and reasonable approval. The
foregoing Condition Precedent is for the benefit of Buyer and Sellers.
(g) peliverv of Purchase Price and Lease Payment. Sellers' obligation to
proceed to Closing is subject to delivery of the full amount of both the
Purchase Price and the Lease Payment to the Escrow Agent on or before
the Closing Date in a manner consistent with Section 2 above. The
foregoing Condition Precedent is for the benefit of Sellers.
4. Failu in Conditions Precedent. If any Conditions Precedent (other than the
Bond Approval and Financing as set forth in Section 3(b) and Delivery of
Purchase Price and Lease Payment as set forth in Section 3(g)) are not
satisfied or waived by the Due Diligence Date (as may be extended with
respect to Buyer's title review as provided for under Section 3{a)), Buyer
and/or Sellers shall notify the other, in writing, on or before November 10,
2008, and explain the basis for why it believes the Conditions Precedent were
not satisfied. The Parties shall have until December 8, 2008 (or three (3)
weeks following the end of the Buyer's extended title review as provided for
under Section 3(a)), to correct the failed Conditions Precedent, or unless the
Parties agree in writing to an extension of the time period. With respect to the
Bond Approval and financing Condition Precedent, Buyer shall give notice to
Sellers of any failure of such contingency as soon as possible and shall have
until the date of Closing to satisfy such contingency. If the Parties fail to cure
arty noticed failure of a Condition Precedent on or before the applicable date
then the Party or Parties benefited by such Condition Precedent{s) may elect
to terminate this Agreement in writing prior to or on the Closing Date or
waive such Conditions Precedent and proceed to Closing by giving notice to
the other in writing; provided, however, that, with respect to the failure of any
Condition Precedent which is for the benefit of both Parties, any benefited
Party may terminate this Agreement but both benefited Parties must agree to
1236811~I 181232.11
12368\1\1204400.5 Attachment 1 - 5