Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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FINAL 1)1?. 1/, 1/1612020 Section 11.3. Grantee shall use all such proceeds for the acquisition of property interests that are substantially equivalent to those conveyed by this Easement. Grantee shall consult with and receive the approval of Co -Grantee, NRCS, and RCO in the selection of any replacement property interests. Upon acquisition of such replacement property interests, Grantee shall convey to Co -Grantee, NRCS, and RCO the same or substantially equivalent rights as provided for in this Easement. 11.1.3 In granting this Easement, Grantor has considered the fact that any use of the Property that is prohibited by this Easement, or any other use as determined to be inconsistent with the Purpose of this Easement, may become economically more valuable than permitted uses. It is the intent of Grantor, Grantee, and Co - Grantee that such circumstances shall not justify the termination or extinguishment of this Easement. Grantor's inability to carry on any or all of the permitted uses, or the unprofitability of doing so, shall not impair the validity of this Easement or be considered grounds for its termination or extinguishment. 11.2 Condemnation. If the Easement is taken, in the whole or in the part, by the exercise of the power of eminent domain, Grantee, Co -Grantee, NRCS, and RCO shall be entitled to compensation in accordance with Section 11. 3, for the value of the Easement taken; and the Grantor shall be entitled to compensation in accordance with applicable law for the value of the underlying fee title and improvements taken. In the event that Section 11.3. violates applicable law, then the proceeds to Grantor, Grantee, Co - Grantee, NRCS, and RCO shall be divided in accordance with applicable law. In the event that Grantee is the recipient of the proceeds from any condemnation, then Grantee shall disburse to RCO and the United States their respective shares of the proceeds pursuant to Section 11.4 as soon as is practicable. 11.3 Valuation 11.3.1 This Easement constitutes a real property interest immediately vested in Grantee and Co -Grantee. For purposes of this Section, the Parties stipulate that this Easement has a fair market value determined by multiplying (a) the then fair market value of the Protected Property unencumbered by the Easement (minus any increase in value attributable to improvements on the Protected Property), at the time of termination or extinguishment, as determined by an appraisal that meets RCO and the United States requirements for appraisals and is approved by the United States of America, by (b) the ratio of the value of the Easement at the time of this grant to the value of the Protected Property, unencumbered by the Easement, at the time of this grant. 11.3.2 For purposes of this Section, the Parties agree that the ratio of the value of the Easement to the value of Grantor's property unencumbered by the Easement is evidenced by that certain real property appraisal prepared by Gregory Richards M.