Nmisc Sample Agreement Of Purchase And Sale (Page 13 of 20) in pdf

NMISC SAMPLE CONTRACT

9.17

Water Rights Transfers and Administration.

The parties acknowledge that the

Purchaser may, at its discretion, transfer the point of diversion and/or place or purpose of use of the

water rights described in Exhibit “D” to the extent allowed under applicable law. Seller agrees to

execute any documents necessary or useful, and otherwise co-operate with Purchaser, to affect

any such transfer. Seller agrees not to protest any transfer of water rights, delivery of water to the

Pecos River or other administrative action by the Purchaser with the New Mexico State Engineer’s

Office to implement the Partial Final Decree and the Settlement Agreement.

ARTICLE TEN

DEFAULT

10.01 Seller's Default. If Seller shall default in the performance of any of its obligations

hereunder, and if such default is not cured within ten (10) days after written notice to Seller

specifying such default, Purchaser shall have all rights and remedies to which Purchaser may be

entitled by law and under this Agreement, including the right to specific performance, and the

exercise of one or more of such rights or remedies shall not impair Purchaser's right to exercise any

other rights or remedy, including the right to refund of the Deposit.

10.02 Purchaser's Default. If all of the conditions to Seller’s obligation to sell the Property

have been satisfied or waived in writing by Purchaser and if Purchaser should fail to consummate

this transaction for any reason other than Seller's default, Seller's sole remedy in such event shall

be to terminate this Agreement and to retain the Deposit as liquidated damages, Seller waiving all

other rights or remedies in the event of such default by Purchaser.

ARTICLE ELEVEN

MISCELLANEOUS

11.01 Parties Bound. Without the prior written consent of Purchaser, Seller may not assign

this Agreement and any such prohibited assignment shall be void. Subject to the foregoing, this

Agreement and all provisions hereof, including, without limitations, all representations and

warranties made hereunder, shall extend to, be obligatory upon and inure to the benefit of the

parties hereto, their respective heirs, devisees, successors and assigns.

11.02 Interpretation. The article and paragraph headings of this Agreement are for

convenience only and in no way limit or enlarge the scope of meaning of the language hereof.

11.03 Severability. If any terms of this Agreement, or their application to any person or

circumstance, shall be held illegal, invalid, or unenforceable, the remainder of this Agreement, or

the application of such terms to persons or circumstances other than those to which it is held illegal,

invalid, or unenforceable, shall not be affected; provided, however, that the remainder of this

Agreement is still capable of performance in substantial accordance with the original intent of the

Parties.

11.04 Applicable Law. This Agreement and said other instruments shall, in all respects, be

governed, construed, applied and enforced in accordance with the laws of New Mexico.

11.05 Entirety and Amendments. This Agreement embodies the entire agreement between

the parties and supersedes and terminates without further rights or obligations thereunder all prior

agreements and understandings, relating to the Property; this Agreement may be amended or

Nmisc Sample Agreement Of Purchase And Sale Page 13