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document or instnament delivered pursuant hereto shall be deemed made as of <br />the Ef~'ective Date and again as of the Closing Date. The truth and accuracy <br />of each of the representations and warranties, and the performance of all <br />covenants of Sellers contained in this Agreement are Conditions Precedent to <br />Buyer's obligation to proceed to Closing and all of such representations and <br />warranties shall survive the Closing Date. Sellers agree to indemnify and hold <br />Buyer harmless for, from, and against any loss, costs, damages, expenses, <br />obligations and attorneys' fees incurred should an assertion, claim, demand, <br />action or cause of action be instituted, made or taken, which is contrary to or <br />inconsistent with Sellers' representations or warranties contained herein. <br />Sellers shall immediately notify Buyer of any fact or circumstance which <br />becomes known to Sellers which would make any of its representations or <br />warranties untrue. <br />(a} Buyer is the sole contract purchaser of the Water Rights. <br />(b) Sellers do not have knowledge of any basis in law or fact that would, <br />subject to satisfaction of the Conditions Precedent, preclude it from <br />performing its obligations under this Agreement or of any obligation that <br />will be breached by performing its obligations hereunder. <br />(c) To Seller's knowledge, performance of this Agreement will not, subject to <br />satisfaction of the Conditions Precedent, result in any breach of, or <br />constitute any default under, or result in the imposition of, any lien or <br />encumbrance upon the Water Rights under any agreement or other <br />instrument to which any Seller is a party or by which Sellers or the Water <br />Rights might be bound. <br />(d) Sellers have not failed to disclose to Buyer any material adverse fact or <br />condition regarding this Agreement, or the transactions contemplated <br />hereunder, known to Sellers, and all information provided by Sellers to <br />Buyer with respect thereto is accurate to the best of Sellers' knowledge. <br />(e) There is no pending or threatened condemnation or similar proceeding <br />affecting the Water Rights or Covenant Water Rights, nor do Sellars have <br />any knowledge that any such action is presently contemplated. <br />(f) Na Seller has filed, voluntarily or involuntarily for bankruptcy relief <br />within the year prior to the Effective Date under the laws of the United <br />States Bankruptcy Code, nor has any petition for bankruptcy or <br />receivership been filed against any Seller within the last year. <br />(g) Other than the pending Case No. OS-GW-14, there are no legal actions, <br />suits or ocher pending legal or administrative proceedings that affect the <br />Water Rights, nor do Sellers have any knowledge that any such action is <br />presently contemplated. <br />1236811/1 18 1 232.1 l <br />13 <br />12368\1\1204400.5 AttaChlll@I1t ~ - ~ 3 <br />