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Groundwater Mitigation Certificate will run with the land. The Groundwater Mitigation Certificate cannot be transferred to another place of use without Ecology's prior written consent. 2.5 Buver's Obliqations. -- No later than thirty (30) calendar days after the date of execution of this Agreement, Buyer shall complete a Declaration of Covenant not to plant trees or shrubs on their drainfield and apply in coordination with Confluence Law, PLLC, to Ecology for approval of a Water Budget Neutral Determination for the contemplated Consumptive Water Use on Buyer's Property. Buyer and Sellers shall cooperate in good faith and in every proper and legal way to seek Ecology approvalfor Buyer's application. After closing Buyer and its heirs, personal representatives, assigns and other successors-in- interest shall utilize Consumptive Water Use for which mitigation is provided under the Groundwater Mitigation Certificate only on Buyer's Property and in a manner consistent with Buyer's ownership of a Groundwater Mitigation Certificate as provided under this Agreement. 2.6 Conditions. -- Notwithstanding any other provision of this Agreement, the obligations of the parties under this Agreement are contingent on conditional approval by Ecology for a Water Budget Neutral Determination for the contemplated Consumptive Water Use on Buyer's Property. 2.7 Closino. - Closing shalltake place in the offices of AmeriTitle, no later than forty-five (45) calendar days from the date of Ecology approves the Buyer's Water Budget Neutral Determination. At closing, the Groundwater Mitigation Certificate will be delivered from escrow to Buyer, and the balance of the Purchase Price, after costs, shall be delivered from escrow to Sellers. Promptly after the closing, AmeriTitle shall cause the Groundwater Mitigation Certificate to be recorded in Kittitas County and after recording, the recorded Groundwater Mitigation Certificate shall be forwarded to Buyer. Except as otherwise provided in this Agreement, sale of the Groundwater Mitigation Certificate is without recourse after closing. 2.8 Costs. -- Buyer will pay all closing costs except fifty percent (50%) of the escrow fee, which will be paid by Sellers from the sale proceeds. A good-faith estimate of closing costs is attached to this Agreement as Exhibit C. Costs to be paid by Buyer include but are not limited to Washington State and Kittitas County real estate excise taxes, County and State permit processing fees (if ,applicable), title research fees, fifty percent (50%) of the escrow fee, document preparation and application processing fees charged by Confluence Law, PLLC as provided in the good-faith estimate, and recording fees. Buyer will be responsible for all costs associated with seeking approval from Ecology, with compliance with the water budget neutral determination and Well Site lnspectionMell Site Review from Kittitas County, if required. 2.9 Cancellation. - The down payment (and such portion of the Purchase Price as may have been tendered) less the escrow fee, document preparation fee, title research fee and agency processing/presentation fee shall be refundable to Buyer if Ecology does not make a decision or within two (2) years of Buyers request for water budget neutral determination or denies Buyer's request for water budget neutral determination. 2.10 Buver's Representations and Warranties. - Buyer represents and warants to Sellers that Buyer has made, or will have made by closing of escrow, such independent investigation of the groundwater mitigation (provided to Buyer under this Agreement or other authorization) that Buyer deems necessary or appropriate to determine the suitability, fitness and/or adequacy of such groundwater mitigation for Buyer's intended Consumptive Water Use on the Property. Buyer agrees Buyer will not use water on the Property for domestic and irrigation purposes exceeding the amount for which groundwater mitigation is provided pursuant to this Agreement or to which Buyer is otherwise authorized to use under state law or contract. Buyer agrees Buyer will meter domestic and irrigation water use in accordance Kittitas County Code 13.40.030 and state requirements. 2.13 Setbacks and Buffers. - Buyer will agree to develop groundwater for the Property in a manner that complies with all applicable wellhead protection, wetland and riparian habitat buffers. 2.14 Sellers Representations and Warranties. - The only representations, agreements and warranties made by Sellers are those set forth in writing in this Agreement. EXCEPT FOR THE 2