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agreed to by the parties as the same may be extended for good reason,at the offices of <br /> Brownstein Hyatt Farber Schreck,in Denver, Colorado. <br /> (a) Closing Deliveries. On or before the Closing Date,Lafarge shall <br /> deliver to Aurora the following items: <br /> (1) Original certificate for the Subject Shares endorsed to <br /> Aurora; <br /> (2) An estoppel or other reasonable evidence from the <br /> Ditch Company attesting to the certifications provided for in Section 7(b)(iii) and(iv); <br /> (3) A share assignment agreement from Lafarge to Aurora <br /> for the Subject Shares in a form mutually agreed upon by the parties and an irrevocable <br /> stock power to Aurora granting to it the authority to change the ownership records of the <br /> Ditch Company with respect to the Subject Shares; <br /> (4) A special warranty deed for the Subject Shares from <br /> Lafarge to Aurora for the Subject Shares in a form mutually agreed upon by the parties; <br /> (5) The Dry-Up Covenant executed by the owner of <br /> Historically Irrigated Land(in the form of Exhibit B). <br /> 11. Entire Agreement of the Parties. This writing constitutes the entire <br /> Agreement between the Parties and supersedes all prior written or oral agreements, <br /> negotiations, representations, and understandings of the Parties with respect to the subject <br /> matter contained herein. <br /> 12. Amendment. This Agreement may be amended,modified, changed, or <br /> terminated in whole or in part only by written agreement duly authorized and executed by <br /> the Parties hereto. <br /> 13. Enforcement. The Parties agree that this Agreement may be enforced in <br /> law or in equity for specific performance, according to the laws of the State of Colorado. <br /> 14. Venue. Venue for the trial of any action arising out of any dispute <br /> hereunder shall be in the District Court for Water Division 1. <br /> 15. Failure to Perform Due to Force Mai eure.Subject to the terms and <br /> conditions in this Paragraph,no party to this Agreement shall be liable for any delay or <br /> failure to perform under this Agreement due solely to conditions or events of force <br /> majeure, as that term is specifically defined herein;provided that: .(A)the non- <br /> performing party gives the other party prompt written notice describing the particulars of <br /> 9411\1.04\1075876 5 <br /> • <br /> .! <br />