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8.3. Ecology Approval. Ecology consents to the assignment of the Rernaining Water Rights and Water Right Permits to the County without any unacceptable conditions or terms as provided herein. 9. When and How Purchase Price Will Be Paid. At Closing (as defined below), the entire Purchase Price, subject to any credits, deductions, prorations or adjustments provided in this Agreement, will be paid to Seller in cash or equivalent cleared funds. 10. Seller's Warranties and Representations. tn addition to the warranties and representations contained elsewhere in this Agreement (and in any of the documents executed in connection with this Agreement) or implied by law, Seller makes the following warranties and representations, each of which: (i) is material and being relied upon by the County, (ii) is true in all respects as of the Effective Date, (iii) will be true in all respects at Closing, and (iv) will survive Closing. Seller will indemniff, protect, defend and hold County (and County's agents, employees, officers, directors and members) harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, of any nature whatsoever, including, without limitation, affomeys' fees, arising from or related to any untruth, inaccuracy or breach of any of Seller's warranties or representations, whether contained in this Section or elsewhere in this Agreement. All of Seller's representations and warranties contained in this Agreement will be true and correct as of the Closing Date. 10. 1 . Title. At Closing, Seller will deliver to County a duly authorized and acknowledged assignment of beneficial interest in the Remaining Water Rights and Water Right Permits in accordance with the Trust Water Right Agreement. 11. Closing 11.1. Definitions 11.1.1. Closing Agent. For purposes of this Agreement "closing agent" shall be defined as a person authorized to perfonn escrow services pursuant to the provisions of Chapter 18.44 ofthe Revised Code of Washington who is designated by the parties hereto to perform such services. ll.I.2. Date of Closing. 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. 5