PURCHASE AND SALE AGREEMENT
THIS
AGREEMENT (“Agreement”) is made and
entered into this 30th day of June, 2006, by and between NEVADA LAND AND
RESOURCE COMPANY, a Nevada limited liability company (“NLRC”)
and VIDLER WATER COMPANY, INC., a Nevada corporation
(“VIDLER”) (collectively “SELLER”), whose address is 0000 XX Xxxxxxxx Xxxx.,
Xxxxx 000, Xxxxxx Xxxx, Xxxxxx 00000, and SOUTHERN NEVADA WATER AUTHORITY,
a
Joint Powers Authority established pursuant to NRS Chapter 277 (“BUYER”) whose
address is 0000 X. Xxxxxx Xxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000. SELLER and
BUYER
are sometimes hereinafter referred to individually as a “Party” and collectively
as the “Parties.” The date that SELLER and BUYER have executed this Agreement is
referred to herein as the “Effective Date”.
R
E C I T A L S
A. NLRC
is the owner of all that land and real property lying and situated in White
Pine
County, Nevada, commonly known as Spring Valley Ranch including but not limited
to the land more particularly described on Exhibit “A” attached hereto and
incorporated herein by this reference located in White Pine County, Nevada
(which, together with all easements and other appurtenances thereto is referred
to herein as the “Real Property”).
B. NLRC
and VIDLER are the owners of the water rights which are appurtenant to the
Real
Property or used in connection therewith, including but not limited to the
water
rights and water rights applications described in Exhibit “A-1” hereto (“Water
Rights”). NLRC is the owner of those certain Stock Water Rights used in
conjunction with its cattle ranching operation which are more particularly
described and set forth in Exhibit “A-2” attached hereto, which Stock Water
Rights are being expressly retained by SELLER.
C. SELLER
is the owner of certain grazing permits which are described in Exhibit “B”
hereto (“Grazing Permits”) some of which are to be transferred to BUYER and some
of which are to be retained by SELLER as set forth in Exhibit “B”.
D. The
Real Property, the Water Rights and the Grazing Permits designated as being
transferred to BUYER are collectively referred to as the
“Property”.
E. SNWA
is familiar with the ranch property and related water rights for the ranch
property and the Parties believe that there are inherent surface water rights
and recharge benefits related to the ranch property which provide water resource
management benefits to Spring Valley.
F. SELLER
desires to sell and BUYER desires to acquire the Property on the terms and
conditions set forth herein.
NOW
THEREFORE, in consideration of the mutual
covenants, terms and conditions herein contained, the Parties hereby agree
as
follows:
1. REPRESENTATIONS
AND WARRANTIES: NO PERSON IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF BUYER
ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, GUARANTY
OR
PROMISE EXCEPT AS SET FORTH HEREIN; AND NO AGREEMENT, STATEMENT, REPRESENTATION
OR PROMISE MADE BY ANY SUCH PERSON WHICH IS NOT CONTAINED HEREIN SHALL BE VALID
OR BINDING ON SELLER. THE ONLY REPRESENTATIONS OR WARRANTIES OUTSTANDING WITH
RESPECT TO THE SUBJECT MATTER OF THIS TRANSACTION, EITHER EXPRESS OR IMPLIED
BY
LAW, ARE SET FORTH HEREIN,
AND BUYER EXPRESSLY WAIVES THE RIGHT TO ANY
WARRANTY IMPLIED BY LAW. BUYER ACKNOWLEDGES THAT SELLER HAS MADE THE SUBJECT
PROPERTY AVAILABLE FOR THE BUYER’S INDEPENDENT INSPECTION. THE PARTIES FURTHER
ACKNOWLEDGE THAT, EXCEPT FOR THE SPECIFIED EXPRESS WARRANTIES OF THE OTHER
CONTAINED IN THIS AGREEMENT, IF ANY, THE SUBJECT PROPERTY IS CONVEYED IN AN
“AS
IS” CONDITION.
2. PURCHASE
AND SALE OF REAL PROPERTY: SELLER agrees to convey the Property, together with
all of SELLER’S rights, title and interest therein, in accordance with the terms
of this Agreement.
3. PURCHASE
PRICE: The purchase price for the Property shall be TWENTY TWO MILLION AND
00/100 DOLLARS ($22,000,000.00), which shall be paid by BUYER to SELLER in
accordance with the terms of this Agreement.
4. ESCROW,
CONVEYANCE, AND TITLE INSURANCE: Escrow shall be with TICOR TITLE OF NEVADA,
INC. (“Escrow Holder”), which is located at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx,
XX 00000, Escrow Officer, Xxxxx Xxxxxxx, telephone
000-000-0000.
a. Escrow
shall open as of the date upon which Escrow Holder has received a fully signed
original, or counterpart originals, of this Agreement, accompanied by the sums
and documents required herein. The date all such items have been delivered
to
Escrow Holder shall be referred to herein as the “Opening of Escrow” and
reported by letter to the Parties by Escrow Holder, and the date escrow actually
closes and the deed is recorded shall be referred to as “Close of
Escrow” or the “Closing”. Escrow Holder is hereby
authorized and instructed to act in accordance with the provisions of this
Agreement, which Agreement, together with Escrow Holder’s standard escrow
instructions, shall constitute Escrow Holder’s escrow instructions. As between
the Parties, if there is a conflict between Escrow Holder’s standard
instructions and this Agreement, this Agreement will control.
b. Ad
valorem property taxes for the current fiscal year shall be prorated as of
the
Close of Escrow.
c. All
assessments and/or special taxes, including the full principal amount of all
bonded indebtedness encumbering the Property due and owing at the time of
closing, if any, shall be prorated as of Close of Escrow. If any deferred
agricultural taxes are due as of the Closing BUYER shall be responsible for
deferred agricultural taxes up to a maximum amount of EIGHTY FOUR THOUSAND
($84,000.00) DOLLARS. Any deferred agricultural taxes due as of the Closing
in
excess of this EIGHTY FOUR THOUSAND ($84,000.00) DOLLARS shall be the
responsibility of SELLER.
d. SELLER,
at SELLER’S expense, shall furnish BUYER with a C.L.T.A. policy of title
insurance in the full amount of the Purchase Price issued by TICOR TITLE
INSURANCE COMPANY, subject only to those exceptions disclosed herein, or on
the
preliminary title report, or otherwise not objected to by BUYER.
e. BUYER
and SELLER shall each pay one-half (½) of the escrow fee and any and all other
fees, including recording fees, document preparation fees and similar costs
not
specifically allocated in this Agreement. The parties
acknowledge that no real property transfer tax is due upon transfer to BUYER
of
the Property.
f. Title
to Property shall be conveyed by Grant, Bargain and Sale Deed, title to the
Water Rights shall be conveyed by a separate Grant, Bargain and Sale Deed.
and
title to the Grazing Rights designated to be transferred from SELLER to BUYER
shall be transferred by Assignment from SELLER to BUYER.
5. PAYMENT
OF PURCHASE PRICE: The Purchase Price to be paid by BUYER to Escrow Holder
for
SELLER as follows:
a. Upon
execution of this Agreement, BUYER shall deposit into escrow the amount of
ONE
HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), (which, together with
interest thereon, is referred to herein as the “Deposit”). Escrow Holder shall
hold the Deposit in an interest bearing account acceptable
to SELLER and BUYER, and the Deposit shall be credited to the
Purchase Price at Close of Escrow, or if Escrow fails to close, otherwise
disbursed as set forth herein.
b. On
August 21, 2006, the date set for the
Close of Escrow, BUYER shall deliver to
Escrow Holder TWENTY-ONE MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS
($21,900,000.00), together with BUYER’S share of the closing costs and Escrow
fees, in cash, federal funds, wire transfer funds or other readily available
funds.
6. DUE
DILIGENCE PERIOD: BUYER shall have until thirty (30) days after the Effective
Date (hereinafter “Due Diligence Period”) to satisfy itself as to the items and
matters which BUYER in its sole judgment feels are important and germane
to the
acquisition and ownership of the Property. If BUYER has not provided written
notice of rejection of the Property to the SELLER and Escrow Holder prior
to the
expiration of the Due Diligence Period, the Deposit, together with any accrued
interest, become nonrefundable, except in the case of SELLER’S default
hereunder. In the event BUYER terminates this Agreement during the Due Diligence
Period, the Deposit shall be refunded to BUYER. If this Agreement is not
so
terminated, the Deposit shall remain in Escrow until Close of Escrow, at
which
time it shall be applied to the Purchase Price.
7. BUYER’S
CONDITIONS ON CLOSE OF ESCROW: Close of Escrow shall be subject to the following
conditions: The parties shall diligently attempt to achieve the satisfaction
of
these conditions without undue delay. If any of these conditions cannot be
met,
then, unless waived by BUYER, Escrow Holder, upon receipt of notification from
BUYER or from SELLER that it cannot or will not be able to satisfy a condition,
shall immediately cancel the Escrow and if such cancellation occurs, return
the
Deposit to BUYER and neither Party shall have any further obligation, rights,
or
liability under this Agreement. In the event of such cancellation SELLER shall
pay the Escrow costs.
a. Except
as otherwise approved by BUYER, title to the Property shall be free of liens
and
encumbrances except those evidenced by the preliminary title report. SELLER
shall, at its expense, furnish BUYER with a preliminary title report within
ten
(10) days after Opening of Escrow. Within ten (10) days of receipt of: (i)
the
preliminary title report; or (ii) any supplemental or amendatory report and
the
documents referred to as exceptions thereto, BUYER shall give SELLER notice
specifying those matters which are unacceptable conditions of title. Said
preliminary title report as supplemented and/or amended is hereinafter referred
to as the “Title Report.” All exceptions in the Title Report not specifically
disapproved by BUYER within ten (10) days after receipt of the initial submittal
and/or, as applicable, supplementary or amendatory materials by BUYER, shall
be
deemed to have been approved. SELLER shall attempt to remove such objectionable
items within ten (10) days thereafter, but in any event prior to the Close
of
Escrow, and if SELLER fails to remove such objectionable
items within said period, and/or if the Title Policy will not be issued in
the
exact form approved by BUYER, SELLER shall notify BUYER in writing of such
fact,
and BUYER shall have the election to be exercised in writing within five (5)
days after delivery to BUYER of such notice of SELLER of either:
1) terminating
this Agreement, in which event Escrow Holder shall return the Deposit and all
other funds and documents deposited herein to the Party depositing same;
or
2) accepting
the Property subject to the objectionable items.
b. To
the extent that the same exists, SELLER shall furnish BUYER with any and all
land surveys and environmental assessments of, and any and all reports
pertaining to, the Property in SELLER’S possession, within
ten (10) days after Opening of Escrow, if any exist.
Should BUYER fail to close escrow for whatever reason, BUYER shall promptly
return all such land surveys, environmental assessments or other evaluations
of
the Property to SELLER.
c. Current
Lease. The Real Property is subject to that certain current, on-going lease
agreement with CL Cattle Company through October 31, 2007. The Real Property
is
being conveyed subject to said lease agreement which shall be assigned to BUYER
at the Close of Escrow. The parties agree to cooperate in providing any required
notice to lessee. Any lease payments pursuant to said lease agreement shall
be
prorated between SELLER and BUYER as of the Close of Escrow.
Within
ten (10) days after the Effective Date, SELLER shall obtain a written waiver
from the current lessee waiving any option to purchase the Property or right
of
first refusal with respect thereto.
d. Grazing
Rights. There are various grazing permits and allotments that have been
historically associated with the Spring Valley Ranch, as set forth in Exhibit
“B” attached hereto. The grazing permits are granted by the Bureau of Land
Management (BLM) and are specifically associated with certain “base property”
owned by NLRC.
Portions
of Spring Valley Ranch and the Grazing Permits are currently the subject of
a
lease with CL Cattle Company as set forth above. It is the intent of the parties
that the Grazing Permits and allotments associated with the main headquarters
ranch in Spring Valley and the Sunkist, Stonehouse, Xxxxxx and Xxxxxxx
properties be transferred to BUYER and the remaining permits and allotments
be
retained by NLRC as set forth in Exhibit B.
e. It
is the
intent of the parties that the Stock Water Rights assocated with the cattle
ranching operation which are specifically set forth on Exhibit A-2 attached
hereto and incorporated herein be retained by NLRC. NLRC will retain the Grazing
Permits and allotments associated with Chin Creek, the Willow Springs and
Xxxxxxx Summit Allotments for use in their cattle ranching operation as set
forth in Exhibit B. The parties agree to use their best efforts and to cooperate
and execute such further documents as may be necessary to accomplish the
transfer and allocation of the BLM Grazing Permits and allotments as set forth
herein.
f. BUYER’S
obligations under the terms of this Agreement are expressly contingent upon
the
approval of this transaction by its Board of Directors prior to Close of Escrow.
In the event that the Board of Directors of BUYER fails to formally approve
this
Agreement and the transaction provided for herein by July 31, 2006, Escrow
shall
be cancelled and the Deposit, les any costs, shall be delivered to
SELLER.
8. REMEDIES:
8.1 SELLER’S
Remedies. LIQUIDATED
DAMAGES: BUYER RECOGNIZES THAT SELLER’S PROPERTY WILL BE REMOVED FROM THE MARKET
DURING THE EXISTENCE OF THIS AGREEMENT. BOTH PARTIES AGREE THAT IF BUYER
MATERIALLY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT AND SUCH BREACH
RESULTS
IN BUYER’S FAILURE TO CLOSE ESCROW, SELLER SHOULD BE ENTITLED TO COMPENSATION
FOR THE DETRIMENT DESCRIBED ABOVE, BUT THAT IT IS EXTREMELY DIFFICULT AND
IMPRACTICAL TO ASCERTAIN THE EXTENT OF SELLER’S ACTUAL DAMAGE. IN PLACING THEIR
INITIALS AT THE PLACE PROVIDED BELOW THE PARTIES AGREE THAT IN THE EVENT
OF SUCH
DEFAULT, SELLER SHALL RETAIN, AS ITS SOLE REMEDY AT LAW OR IN EQUITY, BUYER’S
DEPOSIT IN THE AMOUNT OF $100,000.00 AS LIQUIDATED DAMAGES FOR SUCH
DETRIMENT.
SELLER’S
Initials BUYER’S
Initials
/s/DATP
/s/pm
8.2 BUYER’S
Remedies. If Closing fails to
occur because of SELLER’S default, BUYER shall have all remedies available to
BUYER at law or in equity, including specific performance.
9. SELLER’S
REPRESENTATIONS, COVENANTS, WARRANTIES AND OBLIGATIONS:
a. SELLER
represents to BUYER that to the
best knowledge of SELLER, the title to the Property to be conveyed to BUYER
will
not be encumbered by any easements, persons in possession, government patents
or
other rights, other than those items disclosed on the Title Report or which
would be disclosed by a physical inspection of the Property or as specifically
described herein. To the best knowledge of SELLER, the exception of common
ranch
materials and waste, there is no hazardous, toxic or radioactive material on
the
Real Property. SELLER agrees BUYER and/or its agents may make all disclosures
and file all reports which may be required by law with respect to discovery
of
any hazardous, toxic or radioactive materials on the Real Property as a result
of such investigations and hereby releases and holds BUYER harmless with respect
to liability arising out of such disclosure.
SELLER
covenants there are not threatened or pending annexation proceedings,
condemnation proceedings or litigation against or affecting any part of the
Property.
During
the pendency of this Agreement, SELLER shall not commit or suffer to be
committed any waste in or upon the premises of the Real Property. Waste shall
include, but not be limited to, any injury to the Real Property which renders
it
in a condition materially different from its condition at the date of this
Agreement.
b. As
a
material inducement to BUYER’S purchase of the Property, SELLER agrees that
SELLER will not acquire within a period of three (3) years after Close of Escrow
in its own name, or through any entity in which SELLER has an ownership interest
or through any entity affiliated with any owner of SELLER (collectively
“SELLER’S Affiliates”) any land or water rights within the larger of (a) the
area known as Spring Valley, White Pine County, Nevada or (b) the area
designated by the State Engineer of the State of Nevada as Basin 184 within
White Pine County (herein “Reserved Property”). It is expressly understood and
acknowledged that VIDLER is currently involved with the Lincoln County Water
District and nothing in this agreement is intended to in anyway impair the
activities relating to the water resource development activities in Lincoln
County by Lincoln County Water District and VIDLER. In the event any such
acquisition of Reserved Property occurs, the SELLER MUST provide written notice
to BUYER of such acquisition within ten (10) days of execution of such hereby
grants to BUYER the exclusive right and option (the “Option”) to purchase the
Reserved Property so purchased by SELLER or SELLER’S Affiliate at a price equal
to the purchase price paid by SELLER or SELLER’S Affiliate, which Option shall
expire one (1) year after such acquisition by SELLER or SELLER’S Affiliate
(“Option Expiration Date”), unless the Option is exercised by written notice
given by BUYER to SELLER in the manner and at the address set forth in this
Agreement prior to the Option Expiration Date. In the event the Option is
exercised, escrow for the Reserved Property (the “Option Escrow”) shall close
within sixty (60) days after the exercise of the Option. At close of the Option
Escrow, SELLER shall be obligated to deliver title to the Reserved Property
to
BUYER (whether or not SELLER or SELLER’S Affiliate acquired the Reserved
Property) in the same condition as existed on the date of such acquisition
with
all water rights, which shall be in good standing with the State Engineer.
The
purchase price for the Reserved Property shall be payable either in cash or
under the same terms under which SELLER or SELLER’S Affiliate acquired the
Reserved Property, at the option of BUYER. BUYER shall have the unilateral
right
to execute and record in the office of the County Recorder of the County in
which the Reserved Property is located at any time after acquisition thereof
by
SELLER or SELLER’S Affiliate, a Memorandum of Option in a form satisfactory to
BUYER describing the Option and the Reserved Property which is subject to the
Option.
c. Notwithstanding
any quantities or duties of water rights represented in the Exhibit A-1, SELLER
does not warrant that any quantity of water or water rights will be approved
for
a change in manner of use, point of diversion or place of use by the Nevada
State Engineer or warrant that any quantity of water will be permitted or
certified by the Nevada State Engineer under any water rights application
transferred hereunder.
10. ASSIGNMENT:
Neither BUYER nor SELLER shall have the right to assign this Agreement and
its
rights under it, without the express written consent of the other party, which
consent will not be unreasonably withheld.
11. POSSESSION:
Possession of the Property shall be given to BUYER at Close of Escrow, but
during the term of this Agreement BUYER and its agents may enter upon the Real
Property upon reasonable notice to SELLER, for the purpose of performing
engineering, surveying or soil testing. BUYER agrees to pay, defend, indemnify
and hold SELLER harmless from all liability, claims, costs and expense, except
such as might accrue from the mere discovery of hazardous or toxic material,
resulting from BUYER’S activities on the Real Property during the escrow period.
Should the BUYER fail to acquire the Property, then it is agreed that SELLER
shall receive copies of all studies, test results and engineering generated
by
BUYER.
12. BINDING
EFFECT: This Agreement shall bind and inure to the benefit of the respective
heirs, representatives, successors and assigns of BUYER and SELLER.
13. NOTICES:
No notice, request, demand, instruction or other document to be given hereunder
to any Party shall be effective for any purpose unless personally delivered
to
the person at the appropriate address set forth below (in which event such
notice shall be deemed effective only upon such delivery) delivered by air
courier next-day delivery (e.g., Federal Express), or delivered by U.S. mail,
sent by registered or certified mail, return receipt requested as
follows:
If
to
SELLER, to: NEVADA
LAND AND RESOURCE COMPANY
0000
XX
Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx
Xxxx, XX 00000
Fax:
(000) 000-0000
If
to
BUYER, to: SOUTHERN
NEVADA WATER AUTHORITY
0000
X.
Xxxxxx Xxxx Xxxx.
Xxx
Xxxxx, Xxxxxx 00000
Fax:
(000) 000-0000
Notices
delivered by air courier shall be deemed to have been given the next business
day after deposit with the courier and notices mailed shall be deemed to have
been given on the second day following deposit of same in any United States
Post
Office mailbox in the state to which the notice is addressed or on the third
day
following deposit in any such post office box other than in the state to which
the notice is addressed, postage prepaid, addressed as set forth above. The
addresses and addressees, for the purpose of this Paragraph, may be changed
by
giving written notice of such change in the manner herein provided for giving
notice. Unless and until such written notice of change is received, the last
address and addressee stated by written notice, or provided herein if no such
written notice of change has been received, shall be deemed to continue in
effect for all purposes hereunder.
14. TIME:
Time is of the essence for each provision of this Agreement of which time is
a
factor.
15. ATTORNEYS’
FEES: In the event of any action or proceeding, including an arbitration brought
by either Party against the other under this Agreement, the Parties shall each
be responsible for their own costs and expenses including the actual fees of
its
attorneys incurred for prosecution, defense, consultation or advice in such
action or proceeding.
16. COMPUTATION
OF PERIODS: All periods of time referred to in this Agreement shall include
all
Saturdays, Sundays and state or national holiday, unless the period of time
specifies business days, provided that if the date to perform any act or give
any notice with respect to this Agreement, shall fall on a Saturday, Sunday
or
state or national holiday, such act or notice may be timely performed or given
on the next succeeding day which is not a Saturday, Sunday or state or national
holiday.
17. INTERPRETATION:
The Parties hereto acknowledge and agree that each has been given the
opportunity to review this Agreement with legal counsel independently, and/or
has the requisite experience and sophistication to understand, interpret and
agree to the particular language of the provisions hereof. The Parties have
equal bargaining power, and intend the plain meaning of the provisions herein.
In the event of an ambiguity in or dispute regarding the interpretation of
same,
the interpretation of this Agreement shall not be resolved by any rule of
interpretation providing for interpretation against the Party who causes the
uncertainty to exist or against the draftsman.
18. ENTIRE
AGREEMENT: This Agreement contains the complete and entire agreement and
understanding of the parties hereto with respect to the subject matter contained
herein, and any and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, of the parties hereto are
revoked and merged herein. This Agreement may be amended, modified, changed
or
terminated only by a written instrument executed by the SELLER and BUYER. There
are no agreements, restrictions, promises, warranties, covenants or other
undertakings other than those expressly set forth herein.
19. SURVIVABILITY:
All covenants of BUYER or SELLER which are intended hereunder to be performed
in
whole or in part after Close of Escrow and all representations, warranties
and
indemnities by either Party to the other, shall survive Close of Escrow and
delivery of the Grant, Bargain and Sale Deeds, and be binding upon and inure
to
the benefit of the respective Parties.
20. MUTUAL
INDEMNITY: SELLER and BUYER hereby agree to indemnify, defend and hold the
other
Party harmless against any and all liability, claims, costs or expenses arising
directly or indirectly out of the covenants, representations and warranties
given by the indemnifying Party to the other in this Agreement.
21. AUTHORITY
OF PARTIES: Any corporation signing this Agreement, and each agent, officer,
director, or employee signing on behalf of such corporation, but in his
individual capacity, represents and warrants that said Agreement is duly
authorized by and binding upon said corporation. Any individual signing this
Agreement on behalf of a partnership or business entity other than a corporation
represents that such other entity has power and authority to enter into this
Agreement, and by such person’s act is bound hereby.
22. COUNTERPART:
This Agreement and any other agreement (or document) delivered pursuant hereto
may be executed in one or more counterparts and by different Parties in separate
counterparts. All of such counterparts shall constitute one and the same
agreement and shall become effective when one or more counterparts of this
Agreement have been signed by each Party and delivered to the other
Parties.
23. NO
BROKER’S COMMISSION: BUYER and SELLER each warrant and represent to the other
that it has not contracted with any broker or finder with regard to this
transaction, and agrees to indemnify and defend the other and to hold the other
harmless from and against all claims, liability, demands, damages and costs
of
any kind arising from or connected with any such fee or commission claimed
to be
due any person rising from such party’s conduct with respect to this Option
Agreement or the transaction contemplated hereby.
24. TAX
DEFERRED EXCHANGE: At the sole discretion and election of SELLER and so long
as
no delay of the dates set forth herein is required, the BUYER and SELLER agree
that BUYER will cooperate with the SELLER, but at the sole cost and expense
of
SELLER, in effecting a “Starker” or other tax deferred exchange of the Property
pursuant to the provisions of Section 1031 of the United States Internal Revenue
Code. Such cooperation is understood to be limited to the execution of such
necessary and appropriate “exchange instructions” as the Title Company of the
“accommodator” for the SELLER may reasonable require.
25. POST
CLOSING STATE ENGINEER HEARINGS. At the Close of Escrow, SELLER shall cease
its
participation as an “interested person” in the hearings before the State
Engineer with respect to Applications 53987 to 53992 and 54003 to 54029, filed
in the Spring Valley Hydrographic Basin, currently scheduled to begin on
September 11, 2006.
IN
WITNESS WHEREOF, SELLER and BUYER have fully executed this Agreement as of
the
date first above written.
“SELLER” “BUYER”
NEVADA
LAND AND RESOURCE SOUTHERN
NEVADA WATER AUTHORITY
COMPANY,
LLC, a Nevada a
Joint
Powers Authority under the laws of Nevada
limited
liability company
By:
/s/
Xxxxxxx X. Xxxxxx-Xxxxxx By:
/s/
Xxxxxxxx Xxxxxx ____________
Xxxxxxx
X. Xxxxxx-Xxxxxx Xxxxxxxx
Xxxxxx
Chief
Operating Officer General
Manager
VIDLER
WATER COMPANY, INC.
a
Nevada corporation
By: /s/
Xxxxxxx X. Xxxxxx-Xxxxxx
Name: Xxxxxxx
X. Xxxxxx-Xxxxxx
Title:
Chief Operating Officer
Approval
by SNWA Board
The
foregoing Agreement is hereby approved this ___20th_ day of _____July______,
2006.
___/s/
Xxxxxx Cyphers_____________________________________
Xxxxxx
Xxxxxxx, Chairperson of the Board of
Directors
of Southern Nevada Water Authority
