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REPRESENTATIONS, AGREEMENTS AND WARRANTIES SET FORTH IN THIS AGREEMENT, sELLERs MAKE I,IFITNESS OF THE GROUNDWATER MITIGATION PROVIDED UNDER THIS AGREEMENT FOR ANY PURPOSE. 3. Grruenal PRovtstorus 3.1 Entire Aqreement. - This Agreement contains the entire agreement between Sellers and Buyer Wtn resp6ffi tne suUject mattei contained herein. There are no agreements, promises, assurances, representations, wairanties, undertakings or understandings, either written or oral, between the parties other than those set forth in this Agreement. g.Z Severabilitv. - The provisions of this Agreement are severable. lf any provision is held to be invaliE oifrEf-orceable, itshall be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected thereby. 3.3 lndemnification. - The parties agree to indemnifiT and hold each other and their respective omcffimptoyees and agents harmless from any claims of third parties for acts or omissions of either party arising under or related to this Agreement. 3.4 Assiqnment. - This Agreement is binding on and accrues to the beneflt of Sellers and the Buyer anO tneir respective succeslors and assigns. The Sellers may assign their interest if the Roan Trust Water Rights are conveyed or the assignee has suitable water rights to mitigate the Consumptive Water Ut-se on the Property. The Buyer may not assign its interest in this Agreement without Sellers' prior written consent. 3.S Default. -- lf, after expiration of any rescission right period provlde! for by law, Buyer breaches any covenan-t or condition contained in this Agreement, the Deposit shall be forfeited to Sellers as the sole and exclusive remedy available to Sellers for the default. Sellers and the Buyer agree that Escrow Agent shall deliver such amount to Sellers as liquidated damages and not as a penalty. 3.6 Notice. - Notices under this Agreement shall be in writing directed to the other party at the address snow-n-above, and shall be effettive, unless otherwise provided by law: (1) if mailed, on the third day after deposit as registered or certified mail, postage prepaid, (2) if sent by overnight delivery using a nationally recognized courier service, one business day after deposit with such courier, (3) if ient by facsimile, upon confirmed transmission to the address, or (4) if sent by personal delivery,'upon receipt by the addressee. Either party may change its address for notices by at least five days' advance written notice to the other' g.7 prohibition Aqainst Recordation and Gonfidentialitv -- Buyer shall not €use or allow this Rgreernent, or a snort torm memorandum or an assignment of this Agreement to become public recorl without'Sellers' prior written consent, which consent may be withheld by Sellers in their sole discretion. The Buyer and Seller agree that this Agreement shall not be provided to Ecology or any other pafi. Buyer ind Sellers agree to execute a Memorandum of Agreement to acknowledge the existence of the Agreement. Buyer may provide a copy of the Memorandum of Agreement to Ecology. 3.8 Survival. -- All warranties and representations contained in this Agreement shall survive closing i-e execution and delivery of any documents at the Closing date, and shall not be merged into a-ny document delivered by Sellers or Buyer at the Closing Date. All provisions which contimplate performance after the Closing Date, shall survive termination of this Agreement and the Closing Date, and shall not be so merged. 3.g Amendment. -- This Agreement may be amended only by an instrument in writing signed by both partiesJ.lo changes, alterations or modifications hereto shall be effective unless made in writing and signed by both parties. 3