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to use the Owned Real Property or pertaining to services between the Company and ESCO Construction or
<br /> leasing of employees of ESCO Construction to the Company;
<br /> (xii) the material supply agreement, dated as of the date hereof, between Buyer and
<br /> ESCO Construction;
<br /> (xiii) the water use and easement agreement,dated as the date hereof,among Buyer and
<br /> Sellers and Gabe Wallace; and
<br /> (xiv) Such other documents or instruments as may be reasonably required by(A)Buyer
<br /> to consummate the Transactions or (B) the title company issuing the Title Policy (as defined below in
<br /> Section 5.02) to insure Buyer's interest in the Owned Real Property in accordance with the terms of this
<br /> Agreement.
<br /> (d) At the Closing, Buyer shall cause to be executed and delivered to Sellers counterparts of
<br /> the Related Instruments to which Buyer is a party.
<br /> SECTION 1.02. Closing. Consummation of the Transactions(the"Closing")shall take place on
<br /> the Closing Date and shall be deemed effective as of the close of business on the Closing Date ("Effective
<br /> Closing Time").
<br /> SECTION 1.03. Duty to Assist. Each party agrees to work diligently,expeditiously,and in good
<br /> faith to consummate the Transactions. From time to time after the Closing Date, Sellers shall, without
<br /> further consideration, provide Buyer and its employees, agents, consultants, and other advisors and
<br /> representatives with (a) such assistance as reasonably may be requested by Buyer in connection with the
<br /> conveyance of the Assets, including the execution and delivery to Buyer of such instruments as may be
<br /> reasonably requested by Buyer in order to vest in Buyer all right, title, and interest to the Assets, and (b)
<br /> reasonable access to any records remaining in any Seller's possession that are or that relate to the Assets or
<br /> the Business, during normal business hours, for any reasonable business purpose specified by Buyer
<br /> (including with respect to any Tax or litigation matters) and reasonable assistance related thereto. From
<br /> time to time after the Closing Date, Buyer shall provide Sellers and their employees, agents, consultants,
<br /> and other advisors and representatives with reasonable access to any records in Buyer's possession that are
<br /> or that relate to the Assets or the Business for any time period prior to or up to the Closing Date, during
<br /> normal business hours,for any reasonable business purpose specified by such Seller(including with respect
<br /> to any Tax or litigation matters) and reasonable assistance related thereto. Buyer agrees to maintain the
<br /> business records associated with the Assets or the Business that relate to any time period prior to the Closing
<br /> according with its standard document retention policies.
<br /> SECTION 1.04. Assumed Liabilities. As further consideration for consummation of the
<br /> Transactions,Buyer,without further action by any party,hereby assumes as of the Closing Date and agrees
<br /> thereafter to pay, perform, and discharge when due such Seller's obligations expressly set forth in writing
<br /> in the Acquired Contracts and Acquired Permits that are to be performed after the Closing Date, in each
<br /> case, except to the extent arising from a breach or default, whether with or without notice, the passage of
<br /> time or both, of any obligation to be performed on or before the Effective Closing Time (the "Assumed
<br /> Liabilities").
<br /> SECTION 1.05. Excluded Liabilities. Except as expressly provided in Section 1.04, Buyer
<br /> assumes no Liability (as defined in this section) whatsoever of any Seller or any of such Seller's officers,
<br /> members, employees, agents, insurers, sureties, affiliates, or any other Person ("Excluded Liabilities").
<br /> Sellers shall satisfy, pay, and discharge the Excluded Liabilities as and when due. As used herein,
<br /> "Liability" means any liability or obligation of any kind, character, or description, whether known or
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