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hold Purchaser hannless from any and all damages, loss of water or property rights which may occur as a result ofthe transfer process. 6. Allocation of the Cost of the Water Transfer Process. The parties agree to the following allocation of costs associated with the water right transfer: 6.1 The Purchaser agrees to pay all fees and costs charged by Aspect, Purchaser's other consultants and engineers, if any , and Purchaser' s attorney fees associated with the water right transfer process. 6.2 SOLAR agrees to pay the fees and costs charged by Jeff Slothower, Attorney atLaw for legal services provided in the participation in and review of the transfer process. 7 . Convelzance of Water Right. At Closing Seller's title to the SOLAR Water Right is to be free and clear of all encumbrances or defects. Title to the SOLAR Water Right shall be conveyed by Special Warranty Deed in the form attached as Exhibit D. Seller shall cooperate with Purchaser in executing any reasonably necessary documents relative thereto. 8. Possession. Possession of the SOLAR Water Right shall be deemed transferred by Seller to Purchaser at closing. 9. Intentionally Deleted 10. Definitions 10.1.1 Closing Agent. For purposes of this Agreement "closing agent" shall be defined as a person authorized to perform escrow services pursuant to the provisions of Chapter 18.44 of the Revised Code of Washington who is designated by the parties hereto to perform such services. 10.I.2 Date of Closine: For purposes of this Agreement, "date of closing" shall mean the date upon which all appropriate documents are recorded and proceeds of this sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to Seller. 10.1.3 Place and Time of Closing: The sale shall be closed in the offices of Amerititle, Ellensburg Washington Office (hereinafter the "Closing Agent"), within thirty (30) days after the transfer of the SOLAR Water Right is complete, as defined above in Paragraph4.6,but in any event not later than the l't day of Septemberr}L23rwhich shall be the Termination Date. In the event the closing is delayed due to review of the SOLAR Water Right by Ecology, and through no fault of Seller or Purchaser, that Parties shall mutually agree to extend the closing date as reasonable and necessary to accommodate Ecology's completion of the review and transfer of the Srttrt TIZ Pttrchaser: L.D Page 5