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Party shall seek reimbursement from the other with respect to such costs <br />and fees. <br />(h) Each Party agrees to cooperate in good faith regarding proceedings related <br />to obtaining any and all agreements, permits, approvals and authorizations <br />consistent with any matter included in this Agreement. <br />(i) if for any reason a Closing does not occur, Buyer shall return all originals <br />and copies of all documents obtained from Sellers or Sellers' counsel <br />pursuant to this Agreement. <br />Sellers' Water Rights Covenants. The following covenants (collectively, <br />"Sellers' Covenants") are hereby granted by Sellers to Buyer as partial <br />consideration for this Agreement. The Sellers' Covenants shall only be <br />effective upon completion of the Closing and release of the funds and <br />documents from the Escrow Agent as contemplated in Section 5 above and <br />shall survive the Closing. <br />(a) Ground Water Basin Covenant. Sellers do hereby individually and <br />personally covenant and agree that, with respect to the Northern High <br />Plains Designated Ground Water Basin (the " sin"), Sellers shall never <br />(i) seek to alter, redraw or de-designate the Basin. (ii) seek to curtail <br />existing wells in the Basin, or (iii) seek damages or other legal/equitable <br />relief for any alleged injury caused to any of the Water Rights by any <br />groundwater use in the Basin (the "Ground Water Basin Covenant"). <br />(b) Wilson Use Covenant. Wray Ranch CO., L.L.C., a Colorado limited <br />liability company ("Wray Ranch"), an individual Seller under this <br />Agreement, also owns the Wilson iVo. 1 water right described in Exhibit B <br />("Wi son Right"), decreed absolute for the irrigation of 340 acres in an <br />amount equal to 4 cubic feet per second and which includes an alternative <br />point of diversion known as the Wilson Sump. The Wilson Right is not <br />being conveyed to Buyer under this Agreement. Wray Ranch does hereby <br />agree to a covenant restricting the future use of the Wilson Right to an <br />amount not to exceed a stipulated amount oC acre feet per year for <br />irrigation, and an additional stipulated amount of acre feet per year for <br />incidental cattle watering purposes if the Cattle Watering Right described <br />below cannot be reasonably satisfied under the Pioneer Ditch or other <br />sources. The Parties shall agree to the above-referenced stipulated <br />amounts prior to the Due Diligence Date and failure to so agree shall be <br />considered a failure of a Condition Precedent for the benefit of both Buyer <br />and Sellers. At Closing, Sellers shall deliver a document imposing the <br />restrictions of the covenant provided for under this Section (the "Wilson <br />~1se Covenant") which shall be binding upon the owner of the Wilson <br />Right and his successors and assigns and shall run with said water right so <br />as to be binding upon any and all future owner of the Wilson Right. The <br />form of the Wilson Use Covenant shall be consistent herewith and subject <br />12368~I~1181232.11 9 <br />12368\1\1204400.5 Attachment 1 - 9 <br />