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• <br /> • <br /> • <br /> assessments due with respect to the Subject Shares; (iv) a certificate from the Ditch <br /> Company in a form reasonably acceptable to Aurora certifying that the Subject Shares are <br /> validly issiod-anzi outstanding in-the-name-of Lafarge. -Lafarge-hereby consents to <br /> Aurora's review of the Ditch Company records as relates to the ownership and status of <br /> the Subject Shares. Aurora agrees it will be responsible for the costs of any evaluation of <br /> any materials necessary to determine the status of the Subject Shares and Dry-Up <br /> Covenant. Lafarge hereby further consents to Aurora's lawful actions in obtaining <br /> information related to notes, mortgages, deeds of trust, encumbrances;liens,taxes or any <br /> other claims upon the Subject Shares or Dry-Up Covenant. <br /> (c) If in Aurora's sole good faith opinion, Seller's title to the Subject <br /> Shares or Dry-Up Covenant is not unencumbered and merchantable,Aurora shall give <br /> notice thereof in writing to Lafarge within thirty(30) days after the receipt of the same. <br /> Lafarge will then have ten(10)business days to correct the defects. If at the end of such <br /> 10 business day period,title is not rendered unencumbered and merchantable, in Aurora's <br /> sole good faith opinion,then Aurora shall have the right, in its sole discretion to either: <br /> (i) terminate this Agreement; or(ii)proceed to Closing and waive such objections or <br /> defects in writing. Aurora shall make its election among the options described above on <br /> or before the fifth(5th)business day following the end of such 10 business day period. In <br /> the event that Aurora elects to proceed to Closing,the date scheduled for the Closing but <br /> not any deadline for making objection shall be extended a reasonable number of days. <br /> No such defect or objection shall be deemed cured or waived unless Aurora so specifies <br /> in writing. <br /> 8. Default Provision. In the event that Aurora fails to provide Lafarge with <br /> Fully Reusable Water as contemplated hereunder,upon thirty(30) days written notice, <br /> Lafarge may terminate this Agreement. If this Agreement is so terminated,Aurora shall <br /> within thirty(30) days convey and deliver to Lafarge,by Special Warranty Deed and <br /> endorsement of the appropriate share certificate(s),the Subject Shares and the Dry-Up <br /> Covenant. <br /> 9. Use of the Fully Reusable Water. Lafarge shall have the right to use and <br /> reuse until extinction the Fully Reusable Water provided under this Agreement for all <br /> purposes,including water supply purposes, sale to third-parties,replacement and <br /> exchange purposes in connection with any substitute water supply plan approved by the <br /> Colorado State Engineer's Office, and augmentation and exchange purposes in <br /> accordance with any augmentation plan decreed by the Colorado Water Court to Lafarge. <br /> 10. Effective Date and Closing. The"Effective Date" shall be the later of <br /> (i)the date on which Aurora executes this Agreement, or(ii)the date on which this <br /> Agreement is executed by Lafarge.The performance required in paragraph 7 above that <br /> would culminate in a Closing(the "Closing") is scheduled to occur on the date which is <br /> 90 days following the Effective Date(the "Closing Date"), or such other date as mutually <br /> 4 <br /> 94111104\1075876.1 <br /> ( <br />