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(h) Other than the contemplated Water Lease, and other existing water leases <br />between certain of the Sellers and RRWCD (as described in Section 3(a) <br />above), there are no agreements or contracts, oral or written, affecting the <br />Water Rights or the Covenant Water Rights or any farming leases reliant <br />on diversions of any of the Water Rights, except for such agreements or <br />contracts as have been disclosed in Case No. OS-GW-14. <br />(i) Each Seller has the authority to enter into this Agreement and to carry out <br />the transactions contemplated by this Agreement. <br />(j) Sellers have not engaged a real estate broker in this matter. Sellers shall <br />indemnify Buyer against any claim of any broker claiming by, through or <br />under the Sellers or any Seller. This warranty, representation and <br />covenant to indemnify shall survive the Closing or any earlier termination <br />of this Agreement. <br />13. Buyers' Representations. In addition to any representations and covenants of <br />Buyer contained in other sections of this Agreement, Buyer hereby makes the <br />following representations warranties and covenants to Sellers. Each of the <br />representations and warranties made by Buyer in this Agreement or in any <br />document or instrument delivered pursuant hereto shall be deemed made as of <br />the Effective 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 Buyer contained in this Agreement are Conditions Precedent to <br />Sellers' obligation to proceed to Closing and all of such representations, <br />warranties and covenants shall survive the Closing Date. Buyer agrees to <br />indemnify and hold Sellers harmless for, tiom, and against any loss, costs, <br />damages, expenses, obligations and attorneys' fees incun•ed should an <br />assertion, claim, demand, action or cause of action be instituted, made or <br />taken, which is contrary to or inconsistent with Buyer's representations or <br />wanranties contained herein. Buyer shall immediately notify Sellers of any <br />fact or circumstance which becomes known to Buyer which would make any <br />of its representations or warranties untrue. <br />(a) Buyer does 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 hereunder or any obligation that will be <br />breached by performing its obligations hereunder. <br />(b) Buyer has not failed to disclose to Sellers any material adverse fact or <br />condition regarding this Agreement or the transactions contemplated <br />hereunder and all information provided by Buyer to Sellers with respect <br />thereto is accurate to the best of Buyer's knowledge. <br />(c) If and when this Agreement is assigned to the District then District as <br />Buyer will be, or shall be prior to Closing, a valid public improvement <br />izles~iuiaix~2.ii 14 <br />12368\1\1204400.5 Attachment 1 - 14 <br />