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the County has the option, to be exercised in the Seller or the County's sole and absolute discretion by notice to the other and Closing Agent, to cancel this Agreement and refund Earnest Money Deposit. The Seller or the County must elect to cancel this Agreement under this term within fifteen (i5) days of Ecology's consent. If the Seller or the County do not object within said fifteen (15) days, then it will be deemed to have consented. 7. County's Conditions Precedent to Closing. The County's obligations under this Agreement are subject to the fulfillment of each of the following conditions, such conditions may be waived by the County in whole or in part: 7.1 Resolution Ratifuing Agreement. This Agreement is contingent upon the Kittitas County Board of Commissioners passing a resolution in the ordinary course of its business ratiffing this Agreement; and 7.2 Ecology Approval. Prior to Closing, Ecology shall have consented to the assignment of the Remaining Water Rights and Water Right Permits to the County by signing the consent form; and 7.3 No Appeals. Ecology's consent to the assignment of the Remaining Water Rights and Water Right Permits was not appealed by any person or entity through the expiration of the time period for an appeal of an Ecology water rights decision; and 7.4 No Material Changes. Except as provided herein, between the Effective Date and the Closing Date, there will have been no material adverse change to the Water Rights, including, without limitation, the following: (i) adverse changes in legal or equitable title to the Water Rights, (ii) defaults, breaches, violations or actions filed or taken under any mortgages, deeds of trust, or any other document or agreement, and (iii) the creation or occurrence of additional, or any adverse change to, any legal restrictions or other circumstances. 8. Seller's Conditions Precedent to Closins. Seller's obligation to sell the Remaining Water Rights and Water Right Permits to the County is subject to the fulfillment of each of the following conditions, such conditions may be waived by the Seller in whole or in part: 8.1. No Material Changes. All representations made by the County in this Agreement shall be true to the best of the County's knowledge when made and shall be true to the Closing Date, without any material change, except for any material adverse change of which the County has notified Seller and Seller has accepted in writing; and 8.2. No Default. The County shall not be in default in the performance of its obligations under this Agreement; and 4