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(i) Originals of all Conveyance Documents executed and <br />acknowledged by a!1 parties required thereunder including, without limitation, the Pioneer <br />Authorization, the Pioneer-COMEB Agreement, Conveyance Documents, the Wilson Use <br />Covenant and the Rush-Wilson Covenant; <br />(ii) A Joint Motion for Substitution of Parties in Case No. OS-GW-l4 <br />pending before the Colorado Ground Water Commission which seeks to substitute Buyer for <br />Petitioners in said pending matter in a form reasonably acceptable to Buyer; <br />(iii) An executed counterpart of the Water Lease (if required); <br />(iv) A Closing settlement statement which statement shall include an <br />allocation of the Purchase Price, the Lease Payment and the 2008 Lease Payment described at <br />Section 14 below (if not paid prior to Closing) which amounts shall be reduced in an amount <br />equal to one-half of the Closing Costs (if not already paid by Sellers) (collectively, the "Closing <br />Funds"} among each individual Seller constituting the Sellers or alternatively, at Seller's <br />direction, to the Seller's Entity; <br />(v) Executed espies of any other documents contemplated under this <br />Agreement and not yet delivered to Buyer 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 />(vi) 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 />(c) RRWCD's Closing Deliveries. Buyer and Sellers agree that both Parties' <br />obligation to proceed to Closing under this Agreement is subject to and <br />conditioned on RRWCD's delivery, on or before the Closing Date, of the <br />following to the Escrow Agent: <br />(i) An executed counterpart of the Water Lease consistent with <br />Section 3(c) above and any related approvals thereunder; <br />(ii) The Lease Payment consistent with Section 2 above; <br />(iii) An executed counterpart of any documentation as may be <br />reasonably requested by Escrow Agent in order to effect the closing of the escrows established <br />pursuant to this Agreement with respect to the Water Lease and Lease Payment. <br />6. Closing Costs. Buyer and Sellers shall each pay one-half of any and al! <br />escrow costs, recording fees, documentary costs and fees charged by the <br />Escrow Agent necessary to consummate the Closing (collectively, the <br />"Closing Costs") which is estimated to be approximately 52,500. <br />12366\111161232,11 <br />12368\1\1204400.5 Attachment 1 - 7 <br />