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<br />D. Within thirty (30) days after Centennial's receipt of the <br />title evidence and historic use evidence provided for in <br />paragraph 3.C. above, Centennial shall give Cooley <br />written notice as t-) whether title to the shares and <br />evidence of historic use of the water are acceptable to <br />Centennial. The notice shall specify any title defects, <br />and Cooley shall use reasonable efforts to correct any <br />title defects prior r:) date of closing. <br />S. If Cooley is unable to provide historic use evidence <br />satisfactory to Cente :nial or to correct any title defect <br />in a manner acceptar..e to Centennial on or before the <br />date of closing, thi. agreement shall be void and of no <br />effect, whereupon eE.:h party hereto shall be released <br />from all obligations hereunder, and all things of value <br />received hereunder :.y Cooley shall be returned to <br />Centennial; provided however, that Centennial may waive <br />idence <br />any title defect ? .,liveredt to Cooleyl ons or vbefore <br />by written notice <br />closing. <br />F. Closing shall be held .n Fehmlly 10,1997 at 10:00 a.m. <br />at the offices of Centennial unless the parties mutually <br />agree to a different ate and time for closing. <br />G. Centennial's agreement to: lease augmentation water <br />described above in paz•xgraph 3.B shall not be effective <br />until Cooley's Nevada )itch shares have been transferred <br />to Centennial's name -3n the books of the Nevada Ditch <br />Holding Company. Coley agrees to cooperate with <br />Centennial in arrange=g for the transfer of said stock <br />certificates to Centennial's name. <br />H. Time is of the essenze hereof. If. any obligation or <br />condition hereunder is not performed or satisfied as <br />herein. provided, there shall be the following remedies: <br />(1) If Cooley is in default: <br />(a) Centennial may elect to treat this agreement <br />as 'terminated, in which case ny things be <br />value received hereunder by Cooley <br />shall returned to Centennial; or <br />(b) Centennial may elect foortreat this agreement <br />as being in full <br />Centennial shall have the right to an action <br />for specific performance. <br />3