2011-03-14_REVISION - M1977493 (41)

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r CM0000883 t credits owned or controlled by shareholders of the Reservoir Company into storage in Eagle Park Reservoir. 3. Reservoir Company Performance Obligation. The Reservoir Company shall a °? z, diligently undertake reasonable efforts to obtain from the Colorado Water Conservation Board N as, U1 mW? J the purchase price funds pursuant to the terms of the February 24, 1997 and March 7, 1997 letters of approval attached hereto as Exhibit B (hereinafter the "Reservoir Company's C9 C? Obligation').. a i ! 4. Joint Performance Obligations. Climax and the Reservoir Company shall both z 1'k diligently undertake reasonable efforts to perform the following, all of which are referred to m w='? herein as the "Joint Obligations": 6 (a) To the extent such permit is necessary, obtain a 1041 permit from Eagle r- CD- A ' County to enable delivery of water from Eagle Park Reservoir to the East Fork of the Eagle c, a River. 3 f r .q ` (b) Obtain any and all other federal, state and county Permits necessary for the ?s operation of any aspect of the Eagle Park Reservoir Project. To the extent reasonably possible, said permits shall also authorize the operation of the East Fork Pumpback Facility. . (c) Obtain from Colorado Springs and Aurora an agreement subordinating the Eagle-Arkansas, Homestake II, and Camp Hale Projects, to the water rights decreed to Eagle Park Reservoir in Case Nos. 92CW340 and 95CW348. The parties agree that this obligation will "? . be satisfied by the execution of the memorandum of understanding attached hereto as Exhibit C. 5. Conditions Precedent to Purchase and-Sal e. The Climax Obligations, Reservoir Company Obligation and Joint Obligations are sometimes collectively referred to A herein as the "Conditions Precedent." If all of the Conditions Precedent have not been satisfied 40 within two years of the date of this Agreement, then either Climax or the Reservoir Company f may terminate this Agreement by written notice to the other party; provided, however, that either the Reservoir Company or Climax may (a) by written notice to the other party at least 60 days prior to the expiration of such two year period, elect to extend the two year period for an .= additional six months; and/or (b) waive any of the performance obligations set forth in paragraphs 2, 3 and 4 above owed by the other party or by the parties jointly. However, no party ,? . may waive either its own performance obligations or the joint obligations set forth above without the express written consent of the. other party. No Condition Precedent shall have been deemed satisfied or waived until and unless the parties hereto both specifically agree in witting that such ` a ` Condition Precedent has been satisfied, or until both parties specify in writing that such Condition Precedent has been waived. A further condition to Closing shall be that all of the representations and warranties of the parties set forth in paragraphs 12, 13 and 14 below remain "'' true as of the Closing. __;Jr` i ' } W2669 -4- 1 111111 1111111111111111 T 1111111111111 666203 08/17/1998 03:10P 23 Sara Fisher 4 of 112 R 561.00 D-0.00 N 0.00 Eagle CO •