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statutes and administrative code provisions. Sellers also recognize that in applying the statutes and administrative code provisions, Ecology interprets the statutes and administrative code provisions in a manner that is beyond the control of County and Sellers and but subject to certain statutory and administrative appeal rights. Ecology's processing of the transfer request may result in all or part of the Water Right being determined to be relinquished. Sellers agrees to assume the risk of all or part of the Water Right being determined to be relinquished and agrees to hold County harmless from any and all damages, loss of water or property rights, which may occur as result of the transfer process. 8. Conriugcnci . 8.1 S IJcr ' anccllation Right. In the event that Aspect Consulting's Pre- Filing Water Right Review, described in Section 5.1, finds that total annual consumptive use under the Water Right eligible for transfer to the Trust Water Rights Program, including Sellers Reserved Quantity, may be less than 110 acre- feet per year, Sellers may, within five (5) days following receipt of such findings, unilaterally terminate this Agreement by giving notice thereof to the County in the manner provided herein ("Sellers' Cancellation Right"). If Sellers provide timely notice to the County of Sellers' election to exercise Sellers' Cancellation Right, the Parties shall have no further obligations under the Agreement, EXCEPT that Sellers shall pay all of the County's share of Aspect Consulting's fees and costs and the County's attorneys' fees associated with this Agreement incurred from the Effective Date until the date of notice of Sellers' exercise of Sellers' Cancellation Right hereunder. If Sellers exercise Sellers' Cancellation Right, the Parties agree to maintain confidential the Pre-Filing Water Right Review estimate, to the fullest extent permitted under applicable law. 8.2 Funding and Resolution Ratifying_ Agreement. This Agreement is contingent upon (i) the County's ability to obtain funding in order to pay and (ii) the Kittitas County Board of Commissioners passing a resolution in the ordinary course of its business ratifying this Agreement and appropriating sufficient funds for the purchase of the Water Right within twelve (12) months of the Effective Date. In the event either of these contingencies are not satisfied or waived within twelve (12) months of the Effective Date, then this Agreement shall terminate. 8.3 Ecology Appr-oval. Prior to Closing, all of the following conditions will have occurred or been satisfied: (i) Ecology will have approved the Change Application as filed by County or subject only to such variations from the Change Application as are acceptable to County, (ii) the change contemplated by the Change Application will have been approved in writing by all applicable governmental and quasi-governmental authorities, (iii) all objection and appeal periods relating to the Change Application or any governmental or quasi-governmental decisions relating thereto will have expired, and (iv) any objections or appeals filed with respect to Purchase and Sale Agreement Between Kittitas County and James and Hazel Treat Page 4 ofl3