Resolution_PSA Water Rights_Ratification of Signature

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4.6 Water Right Transfer Process. Purchaser's obligation to buy the SOLAR Water Right is contingent upon approval by the Department of Ecology of the maximum approved consumptive use at the Purchaser Property for Purchaser's intended use. Approval shall be deemed given when all appeal periods applicable to Ecology's decision have expired without an appeal of Ecology's approval of the transfer. In the event there is an appeal of Ecology's decision by any parry, including Purchaser, then in that event, Ecology's decision shall not be final until a complete resolution of all appeals. 4.6.1 In the event Ecology denies the transfer of the SOLAR Water Right then in that event, at Seller's or Purchaser's option, to be exercised in Seller's or Purchaser's sole and absolute discretion, this Agreement will be null and void and Purchaser shall be entitled to a complete refund of the earnest money. 4.6.2 In the event the Department of Ecology approves the transfer of the SOLAR water right but attaches terns and conditions to the transfer that are not acceptable to Seller or to Purchaser, or approves the transfer of less than 60 consumptive acre-feet of the SOLAR Water Right, then, in that event, Seller or Purchaser each have the independent right and option, to cancel this sale and, in Purchaser's case, receive a full refund of the earnest money. Seller or Purchaser must elect to cancel this sale within 21 days of Ecology's decision becoming final pursuant to Paragraph 4.6. 4.7 Seller recognizes that in order to transfer the SOLAR Water Right and to satisfy the contingencies set for in this Paragraph 4, Purchaser and Seller must go through a water rights transfer process with the Department of Ecology. Seller and Purchaser agree to share, when requested, any and all documents, records, or other information Purchaser may need to facilitate and accomplish the transfer when requested by Purchaser. Seller agrees to sign any and all applications or other documents that are necessary to accomplish the transfer process. 4.8 The application and all matters necessary for final approval and satisfactory resolution of all appeals shall be accomplished by Seller and Purchaser exercising joint control; provided, however, both shall cooperate with the other to accomplish the transfer. 5. Ecology Determination. Assumption of the Risk and Hold Harmless Seller recognizes that part of the transfer process requires the Department of Ecology to make a tentative determination of the extent and validity of the SOLAR Water Right. Seller and Purchaser also recognize that Ecology, in processing the transfer of the SOLAR Water Right, follows certain statutes and administrative code provisions. Seller and Purchaser also recognize that in applying the statutes and administrative code provisions, Ecology interprets the statutes and administrative code provisions in a manner which is beyond the control of Seller and Purchaser but subject to certain statutory and administrative appeal rights. Ecology's processing of the transfer request may result in all or part of the SOLAR Water Right being determined to be relinquished. Seller agrees to assume the risk of all or part of the SOLAR Water Right being determined to be relinquished and agrees to Page 4 Seller. Purchaser: