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AGREEMENT FOR SALE AND PURCHASE <br />OF SHARES OF CAPITAL STOCK IN WELDON VALLEY DITCH COMPANY <br />This Agreement is made this day of . 2004, by and <br />between JAMES HOKE & RACHE, LLC ("Seller") and 3T CATTLE COMPANY, INC.("Purchaser"). <br />RECTTALS <br />1. Seller is the owner of the Weldon Valley Ditch Company rights, described as follows: <br />a. Five shares of Capital Stock in the Weldon Valley Ditch Company, represented by Stock <br />Certificate Numbers <br />All of these Weldon Va11ey Ditch Company rights are coltectivety referred to as the "Weldon Va11ey Ditch <br />Company Shares". <br />2. Seller wishes to sell and Purchaser wishes to purchase from Seller all of these Weldon Valley Ditch <br />Company Shares, on the terms described below. <br />AGREEMENT <br />NOW TI�REFORE, in consideration of the mutual promises and agreements contained herein <br />and for other good and valuable consideraxioq the receipt and sufficiency of which are hereby <br />aclaiowledged, the parties agree as follows: <br />3. Sa1e and Purchase of Weldon Vallev Ditch Company Shares. Seller agrees to sell and Purchaser <br />agrees to purcha.se the Weldon Valley Ditch Company Shares subject to the terms and conditions of this <br />agreement. <br />4. Purchase Price. The purchase price sha11 be a total of TWO HUNDRED SEVENTY FfVE <br />THOUSAND DOLLARS ($275,000.00). The purchase price shall be due and payable as follows: <br />$5,000.00 earnest money, receipt of wluch is hereby acknowledged by the Seller, and the balance of the <br />purchase price sha11 be due and payable in cash or certified funds at the time of closing. Closing shall be at <br />a time and place agreed upon by the parties, on or before / / 2004. <br />5. Dry-Up of Historically Irrieated Acres. Upon execution of this Agreement and paymern of the <br />purchase price, Seller sha11 cease irrigation of the lands described below that were historir,ally urigated by <br />the Weldon Valley Ditch Company Shares: <br />(insert legal descriution of dried uu landsl <br />Seller agrees to execute a Non-Irrigation Covenant and Historical Use Affdavit in the form attached hereto <br />as Exlubits A and B at closing. The Non-Irrigation Covenant sha11 be recorded in the records of the Clerk <br />and Recorder of County. <br />6. Authorization to Use in Au�mentation Plan or SWSP. Upon execution of this Agreement, <br />Purchaser shall be authorized to list the water available from a11 of the Weldon Va11ey Ditch Company <br />Shares in a substitute water supply plan to be approved by the State Engineer or in a plan for augmentation <br />to be approved by the Water Court. Additionally, Purchaser shall be authorizec3 to apply for a change of <br />water rights for the Weldon Va11ey Ditch Company Shares in order to use the water available from them as <br />replacement water in a substitute water supply plan or au�rnentation plan upon execution of this <br />Agreement. <br />7. Seller's Representataons and Warranties. Seller represents and warrants to Purchaser that he has <br />title to the Weldon Va11ey Ditch Company Shares free and clea.r of all liens and assessments prior to the <br />