Town of Castle Rock Agreement for Aquisition

of a Sale Offer, whichever is applicable, provide written notice of the offer to
Purchaser, pursuant to Paragraph 8.1 herein.
6.2. Purchaser shall have forty-five (45) days from the date of the written
notice to exercise the Right of First Refusal by delivering written notice, pursuant to
Paragraph 8.1 herein, of acceptance of the offer. If the Purchaser accepts the offer,
then the Purchaser will be obligated to purchase that portion of the Orphan Shares
covered by the offer strictly in accordance with the terms of the offer. If, after
having accepted the offer, the Purchaser then fails to consummate the transaction,
then the Right of First Refusal herein shall terminate.
6.3. If the Purchaser does not exercise the Right of First Refusal, then the
CWCB shall be free to consummate the sale of that portion of the Orphan Shares
that is covered by the offer substantially in accordance with the terms of the offer
disclosed to the Purchaser. If, however, the transaction is not consummated, then
the Right of First Refusal herein shall continue to apply subject to its terms.
6.4. Any Purchase Offer or Sale Offer for any of the Optioned Orphan
Shares not acquired by Purchaser shall be expressly made subject to the Right of
First Refusal herein.
7. Effect of Partial Assi�nment of Rights — Water Supplv Agreement. Upon
acceptance of the CWCB's partial assignment of all rights attributable to the
portion of the Orphan Shares acquired pursuant to Paragraphs 3.1.2 or 3.2.2 herein,
Purchaser shall succeed to all rights of the CWCB with respect to the portion of the
Orphan Shares acquired by the Purchaser, including, without limitation, the rights
to utilize the storage space associated with the Orphan Shares acquired and to store
Purchaser's water rights in the Reallocation Project. Purchaser shall have the right
to withdraw water from Chatfield Reservoir stored in the acquired Orphan Shares,
to request releases by the Colorado State Engineer's Office to be made through the
Chatfield Reservoir outlet works or through the ditch outlet works pursuant to
paragraph II.B.2 of the Water Storage Agreement. Purchaser acknowledges that it
does not succeed to any rights or obligations in the Water Storage Agreement and
that its use of the Orphan Shares acquired pursuant to this Agreement is subject to
the limitations of the Water Storage Agreement, including but not limited to those
in paragraph II.B.1, II.B.2, and II.C.
8. Other
8.1. Notice. Whenever any notice is required to be provided under this
Agreement, such notice shall be provided to the parties in writing or by electronic
mail at the following addresses, or such other addresses as may be designated by a
party through written notice. Notices shall be deemed received when personally
delivered, when transmitted electronic mail, three (3) days after being deposited in
a U. S. Postal Service depository, to be sent by certified mail, return receipt
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