Laserfiche WebLink
10. Chanced Circumstances After Due Dili ence Date. Should any Party become <br />aware of any material change in any fact or circumstance relevant to a <br />Condition Precedent after the Due Diligence Daie and before the Closing <br />Date, the other Party shall be notified immediately. The notified Party shall <br />have the right to either (i) terminate this Agreement, in which case any <br />payments, funds and/or documents already delivered to the Escrow Agent <br />under this Agreement shall be immediately returned to the Party that delivered <br />same to the Escrow Agent, with interest if any, and this Agreement shall be <br />null and void except with respect [o the 2008 Lease Payment as described in <br />Section i4 or as provided for under Section 12(j) and 13(d); or (ii) waive such <br />defects, in writing and proceed to Closing. <br />1. Sellers' Additional Covenants. Sellers further hereby covenant and agree as <br />follows: <br />{a) Sellers shalt not cause or permit any mortgage, deed of trust, lien, <br />encumbrance, covenant, condition, restriction, assessment, easement, <br />right-of--way, obligation, encroachment or liability whatsoever, to be <br />placed of record that affect the Water Rights from the Effective Date to <br />the Closing Dale, or earlier termination of this Agreement. <br />(b) If the Water Rights or any portion thereof, is currently subject to one or <br />more prior mortgages} or deed(s) of trust to secure a promissory note(s) <br />or other obligations, and Buyer waives said encumbrance and proceeds to <br />Closing, then the Seller(s) obligated to pay such note(s) shall pay or cause <br />said note(s) to be paid under the terms thereof and does hereby agree to <br />indemnify and hold Buyer free and harmless from any liability, loss, costs, <br />damage or reasonable expense incurred by Buyer regarding the burdened <br />Water Rights should a default occur in any payment and/or performance <br />required under the prior note(s) (or obligations) and/or the prior deed(s) of <br />trust. <br />(c) Any assessment, special or otherwise, imposed on the Water Rights prior <br />to the Closing Date shall be the obligation of Sellers and shall be paid in <br />full on or before the Closing. <br />(d) Between the Effective Date and the Closing Dale, Sellers shall promptly <br />notify Buyer of any fact, event, circumstance or action known to Sellers <br />(i) which, if known on the Effective Date, would have been required to be <br />disclosed or (ii) the existence or occurrence of which would cause any <br />Seller's representations or warranties under this Agreement not to be <br />correct and complete. <br />12. Sellers' Representations. In addition to any representations and covenants of <br />Sellers contained in other sections of this Agreement, Sellers hereby make the <br />following representations warranties and covenants to Buyer. Each of the <br />representations and warranties made by Sellers in this Agreement or in any <br />tzaasuu isizsz.i i 12 <br />12368\1\1204400.5 Attachment 1 - 12 <br />