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S . <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 aretle table to <br />Centennial., The notice shall specify any ti <br />and Cooley shall use reasonable efforts to correct any <br />title defects prior ro date of closing. <br />E. If Cooley is unable to provide historic use evidence <br />satisfactory to Cente :vial or to correct any title defect <br />in a manner acceptah e to Centennial on or before the <br />date of closing, thi. agreement shall be void and of no <br />effect, whereupon ea.: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 or ( .1y defect to Co Cooley ohs or vbefore <br />by written notice <br />closing. <br />F. Closing shall be held •.n Februarv 6_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 paragraph 3.B. shall not be effective <br />until Cooley's Nevada )itch shares have been transferred <br />to Centennial's name -)n the books of the Nevada Ditch <br />Holding Company. C-)oley agrees to cooperate with <br />Centennial in arrangi a for the transfer of said stock <br />certificates to Centennial's name. <br />H. Time is of the essence hereof. If.any or obl gafion as <br />sati <br />condition hereunder s not performed <br />herein, provided, there! shall be the following remedies: <br />(1) If Cooley is in default: <br />(a) Centennial may elect to treat this things agreement <br />as 'terminated, in which case any t <br />value received hereunder by Cooley shall be <br />returned to Centennial; or <br />(b) Centennial may elect fort eat this agreement <br />as being in full <br />Centennial shall have the right to an action <br />for specific performance. <br />3 <br />