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February 6, 1953 Board af Directors Las Vegas Valley Water District Las Vegas, Nevada Gent lenient The undersigned Nallroad Companies and Water Company have your letter of January 31* 1953* offering to purchase the water production and water distribution facilities to­gether with the 507 acres of water-bearing lands and water rights of the undersigned which are more specifically de­scribed in your letter. Attached to your letter were a proposed agreement, designated as Exhibit nA”, and a print designated as Exhibit ”A-1H, providing for relocation or removal of pipe lines and wire lines. The undersigned ac­cept your proposal subject to the following understanding: 1, Your proposal and this acceptance do not constitute a binding contract of purchase and sale, but are intended only to state the basis upon which formal agreements will be pre­pared for execution by you and by the under­signed. 2, For corporate reasons it may be desir­able for the ultimate conveyance of the proper­ties above mentioned to be made to you by one or more of the undersigned, and It is understood that the undersigned reserve the right to make Inter-company transfers and to convey the prop­erties to you by any means which they elect which will result in the transfer of title to all of the said properties to you in consider­ation of the total purchase price mentioned in your letter of January 31* 1953. 3, The obligation which the undersigned may undertake under the formal agreements to convey the said properties to you will be sub­ject to their ability to obtain such approval1 of applicable governmental authority, including the Nevada Public Service Commission, as my be retired.