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waive such Condition Precedent. In the event of termination based upon any <br />failed Conditions Precedent, any payments, funds and/or documents already <br />delivered to the Escrow Agent under this Agreement shall be immediately <br />returned to the Parry that delivered same to the Escrow Agent, with interest if <br />any, and this Agreement shall be null and void except with respect to the 2008 <br />Lease Payment as described in Section 14 or as provided for under <br />Section 12(j) and 13(d). No failed Conditions Precedent shall be deemed <br />cured or waived except in writing. No Party shall have any liability for <br />termination of this Agreement for any failed Conditions Precedent. <br />5. io in . Subject to satisfaction of the Conditions Precedent, the closing on <br />this Agreement (the "Closina"} shall occur on December 30, 2008, or such <br />other date as may be mutually agreed upon by the Parties in writing (the <br />"Closing Date"). The Closing shall occur at the offices of Yuma County <br />Abstract Company, 130 E. 4th Street Wray, CO 80758, or such other title <br />company as the Parties shall so designate ("Escrow Agent") and the Escrow <br />Agent shall be required to release all funds and documents held in escrow <br />upon full and completion satisfaction of the Following: <br />(a) Buyer's Closing, Deliveries. On or before the Closing, Buyer shall deliver <br />or cause to be delivered to Escrow Agent the following: <br />(i) The Purchase Price consistent with Section 2 above; <br />(ii) A Closing settlement statement; <br />(iii) Funds sufficient to pay one-half of the Closing Costs (as defined in <br />Section 6 below); <br />(iv) An executed counterparE of the Water Lease; <br />(v} Originals of the executed documents reflecting the ]ndividual <br />Sellers' Rights described in Section 9, below; <br />(vi) Executed copies of any other documents contemplated under this <br />Agreement and not yet delivered to Sellers or to Escrow Agent and any affidavits, instruments or <br />agreements or other documents that the Parties may agree are necessary to effectuate the intent <br />hereof; and <br />(vii) Executed copies of such documentation as may be reasonably <br />requested by Escrow Agent in order to consummate the transactions contemplated under this <br />Agreement in accordance with applicable laws rules and regulations or to effect the closing of <br />the escrows established pursuant to this Agreement. <br />(b) Sellers' ClosingrDeliveries. On or before the Closing Date, Sellers and/or <br />Sellers' Entity shall deliver or cause to be delivered to the Escrow Agent <br />the following: <br />iz3ss~ni isi zzz. i i 6 <br />12368\111204400.5 Attachment 1 - 6 <br />