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Aue Diligence and Cooperation Between ('arties. Buyer and Sellers agree to <br />cooperate in good faith to achieve the Conditions Precedent by the Due <br />Diligence Date and/or other applicable dates set forth in this Agreement and to <br />achieve the full intent hereof including, but not limited to, the following <br />matters: <br />(a) Sellers shall, within five {5) days after the Effective Date, deliver to <br />Buyer's counsel or to the Escrow Agent, copies within Sellers' control or <br />possession of all correspondence, reports, records, title abstracts and other <br />documents relating to Sellers' ownership of the Water Rights and <br />Covenant Water Rights (other than attorney-client privileged materials <br />related to such ownership and/or Case No. OS-GW-14). Within ten (10) <br />days after the Effective Date, the individual Sellers shall deliver to Buyer's <br />counsel copies of any deeds and encumbrances in their name that pertain <br />to the Water Rights and Covenant Water Rights and/or to the land on <br />which said water is used. Sellers further agree to promptly provide Buyer <br />with any such additional information as may come into Sellers' possession <br />or control. Sellers shall be solely responsible for the costs incurred in <br />complying with this Section 7(a). <br />{b) From and after the Effective Date, Sellers shall make available to Buyer <br />for Buyer's review all exhibits, pleadings and other disclosed documents in <br />Case No. OS-GW-14. Buyer shall be petmitted to copy any such materials <br />at its own cost. <br />(c) Sellers hereby consent to Buyer's lawful actions in obtaining information <br />related to notes, mortgages, deeds of trust, encumbrances, liens, taxes or <br />any other claims upon the Water Rights and/or Covenant Water Rights. <br />(d) Buyer agrees to request and consider Sellers' input on any ballot measure <br />regarding the approval of the bond described in Section 3(b), above, and <br />public relations thereto. <br />(e) The Parties shall share drafts of afl documents and agreements <br />contemplated by this Agreement in a timely fashion in order to receive the <br />other Party's input. <br />(f) Should Buyer reasonably decide to visit or inspect any ditch or related <br />infrastructure associated with the Water Rights prior to Closing, Buyer <br />and/or its agents and contractors, is hereby granted the right to inspect said <br />ditch or infrastructure upon prior written notice to the individual Seller or <br />Sellers on whose land the ditch or infrastructure is located and subject to <br />agreeing upon a mutually acceptable time. <br />(g) Each Party shall bear its own costs and attorneys fees in drafting <br />documents, conducting due diligence, satisfying the Conditions Precedent <br />and such other matters as may be contemplated hereunder and neither <br />123681111181232 II <br />12368\1\1204400.5 Attachment 1 - 8 <br />