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has been determined prior to the Installment Closing, any amount due for the <br />Reconciled Payment Obligation for the portion of Orphan Shares to be acquired. <br />3.2.1.3. The parties agree that if the Reconciled Payment <br />Obligation is not determined prior to the Installment Acquisition Closing, then <br />Purchaser will be responsible to pay to the CWCB any Reconciled Payment <br />Obligation attributable to that portion of the Orphan Shares acquired at each <br />Installment Acquisition Closing. <br />3.2.2. Installment Acquisition Closing. Each Installment Acquisition <br />Closing will be held on or before December 31 of the calendar year in which <br />Purchaser has provided the CWCB with its Notice of Intent to Exercise <br />3.2.2.1. At each Installment Acquisition Closing, Purchaser <br />will deliver to the CWCB: (1) the Installment Acquisition Payment Amount in cash, <br />certiiied funds, or by electronic transfer; (2) a duly executed written acceptance and <br />assumption of responsibility to pay to the CWCB the O&M-RRR&R costs associated <br />with the Installment Acquisition as and when such costs are quantified and become <br />due; and (3) a written specific undertaking and acceptance of responsibility to pay to <br />the CWCB all O&M-RRR&R costs attributable to the remaining Optioned Orphan <br />Shares as and when such costs are quantified and become due. <br />3.2.2.2. At each Installment Acquisition Closing, the CWCB <br />will deliver to the Purchaser: (1) a duly executed assignment assigning to Purchaser <br />the CWCB's rights to the number of acre-feet of Orphan Shares corresponding to <br />the Installment Acquisition. <br />3.2.3. Term of Installment Option. The Installment Option term shall <br />expire on the earlier of the 15th anniversary of the effective date of this Agreement, <br />or the date when Purchaser has acquired the right to a cumulative total of <br />1,300.339 acre-feet of Orphan Shares, inclusive of the Initial Acquisition; unless <br />earlier terminated pursuant to the terms of this Agreement or deferred pursuant to <br />the terms of this Agreement. <br />3.2.3.1. Deferment. The Installment Option term may be <br />deferred by the Purchaser for no more than five years, but no such deferment shall <br />be allowed in two consecutive years. Purchaser must notify the CWCB that <br />Purchaser is electing to defer the Installment Option for that year no later than <br />September 15 of the deferred year. Purchaser shall remain obligated to pay to the <br />CWCB the O&M-RRR&R costs attributable to all Optioned Orphan Shares for the <br />deferred year as and when such costs are quantified and become due. <br />3.2.4. Failure to Close. Purchaser's failure to close the Initial <br />Acquisition, or any Installment Acquisition, shall not constitute a forfeiture or <br />waiver of Purchaser's Installment Option pursuant to this Agreement to acquire the <br />Optioned Orphan Shares through a subsequent Installment Acquisition during the <br />Page 7 of 13 <br />