C153771 Contract - Laserfiche WebLink

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. . 3. Purchase Price. The purchase price for the HCWUA Box Springs Water Right shall be 5520,000, less the amount of any rental payments made by HCWUA under the ~ase AgJ:e~en.l.... of even date herewith between the parties (the "Lease Agreement"), payable by HCWUA at closing in cash, certified funds or same-day wire transfer funds into one or more interest-bearing escrow accounts, to be governed by the Escrow Agreement attached hereto and incorporated herein by reference ("Escrow Agreement"). HCWUA shall select the escrow agent, subject to approval by Box Springs, which approval shall not be unreasonably withheld. The escrow agent shall be a national bank with the capability ofperfonning all responsibilities of escrow agent under the Escrow Agreement. The escrowed funds shall be used to make rental payments from HCWUA to the Contracting Shareholders or to their qualified intennediaries under IRC S 1031 under the Lease Agreement, and to pay any fees or appropriate expenses of the escrow as described in paragraph 6 of the Escrow Agreement. The remainder of the escrowed funds, less interest accrued, shall be released to the Contracting Shareholders, (or to their qualified intennediaries under IRC S 1031), pro rata as to each shareholder's respective interest in Box Springs upon notification of Final Court Approval of HCWUA's Plan. If the HCWUA Plan does not receive Final Court Approval, the escrowed funds and any accrued interest shall be"returned to HCWUA or its assigns. In any event, interest earned from the escrowed funds prior to their release shall be the property of HCWUA. "Final Court Approval" means that the Water Court for Water Division No.2 or the Colorado Supreme Court approves a plan for augmentation sufficient to pennit the pumping of the wells owned or used by members of HCWUA (the "HCWUA wells") without curtailment under the Arkansas Rules, and such approval becomes a final and unappealable judgment. The "HCWUA Plan" means a plan substantially in the fonn attached to the Settlement Agreement as Exhibit E thereto. In exchange for the consideration provided by HCWUA, the Contracting Shareholders shall, inter alia, execute and deliver at closing a deed or deeds and assignment of the HCWUA Box Springs Water Right to the escrow agent designated pursuant to the Escrow Agreement. The instruments shall be held in escrow pending Final Court Approval ofHCWUA's Plan, at which time -3-