2011-03-30_REVISION - M1977493 (13)

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i • (2) Climax shall have performed all obligations to be performed prior to the Closing and shall have executed or obtained and delivered at Closing all the documents described in Section 14; (3) If the Commitment delivered to the Company pursuant to Section 12(a) shows any exceptions to title or encumbrances (a "Title Defect"') on the Land, Reservoir or the Clinton Canal, the Company shall have the right to object, in writing, to any such Title Defect, other than the exceptions to title listed on Attachment 2 to Exhibit C of this Agreement within 15 days of receipt of the Commitment or any update thereto showing additional exceptions to title. Climax shall have a period of 30 days from receipt of such notice to cure any such Title Defect. If Climax fails to cure the Title Defect, the Company may elect by written notice to Climax to either: (i) terminate this Agreement and seek from Climax damages for costs incurred by the Company in connection with this Agreement, (ii) seek specific performance of this Agreement, if the Title Defect is created by, through or under Climax, and seek damages for the costs incurred by the Company • in pursuing specific performance and obtaining a release of any such Title Defect, or (iii) request a proportionate reduction by Climax in the Purchase Price, which reduction shall be negotiated by the parties in good faith; and (4) Prior to Closing the Company shall have received financing of all but $500,000 of the cash portion of the Purchase Price from a financing source and on terms reasonably acceptable to the Company. Such terms shall include, but not limited to, a maturity of not less than 10 years, an annual interest rate of not more than 7-1/2%, and collateral for such financing which allows each shareholder of the Company to obtain a release of the water rights represented by its shares of the Company's stock upon its payment of a pro rata portion of the total obligation. (b) Unless waived in writing by Climax, Climax's obligation to consummate the transactions contemplated herein shall be subject to satisfaction of the condition that all the representations and warranties of the Company contained in Section 11 or elsewhere in this Agreement shall be true and correct when made and as of the date of Closing. A material breach of such condition shall justify the remedies set forth in Section 14 below. • (c) The parties' obligations to consummate the transactions contemplated herein shall be contingent upon (1) the execution by Denver, and the acceptance by Climax and the