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action that is described in Section 4.1(c) has been taken by the Seller or any of the individuals
<br />(as applicable).
<br />(f) Real Pro e .
<br />(i) The Seller and the Individuals together have fee simple title to,
<br />own all of the right, title and interest to, and are in possession oil the Owned Real
<br />Property, free and clear of all Liens, except (A) Permitted Liens and (B) the Mortgage,
<br />which the Seller and the Individuals shall pay in full at, and in conjunction with, the
<br />Closing.
<br />(ii) Water Rights. To the Knowledge of the Seller and the Individuals,
<br />the Water Rights are in good standing in the records of the Colorado Division of Water
<br />Resources and neither Seller, the Individuals nor any of their Affiliates, or any holder
<br />of such Water Rights, has encumbered the Water Rights, or received from any Person
<br />any notice or claim which either remains pending or unresolved, or is the source of
<br />ongoing obligations or requirements as of the Closing Date, affecting title to or the
<br />validity, cancellation, forfeiture, expiration, abandonment or revocation of any of the
<br />Water Rights, including, without limitation, any notice of cancellation or any notices
<br />relating to non -construction of works, non-use of water, forfeiture, expiration,
<br />abandonment, or violations of a condition set forth in a water right decree, or license for
<br />such Water Rights.
<br />(iii) Royalties. No Person (other than Seller) is entitled to any royalty
<br />or other payment in the nature of rent or royalty on any inventory, aggregates, minerals,
<br />metals, concentrates, oil, natural gas or any other such products removed or produced
<br />from the Transferred Real Property.
<br />(iv) Other Restrictions. Except as disclosed in the Title insurance
<br />Commitment (as defined below), including the easements disclosed therein, the
<br />Transferred Real Property is not subject to any options, leases, subleases, rights of
<br />entry, rights of first refusal or offers, transfer restrictions, conditional sale agreements,
<br />other contracts for sale, disposition, transfer or lease, in each case, of any right related
<br />to the Owned Real Property, including any and all surface and/or mineral estate,
<br />improvements or other interests of any kind or nature related to the foregoing, including
<br />but not limited to rights to sand, gravel, limestone, minerals or interests of any kind, or
<br />any agreement to grant any of the foregoing rights or interests.
<br />(v) Qondemnation. There is no pending or, to the Knowledge of the
<br />Seller and the Individuals, threatened condemnation affecting the Transferred Real
<br />Property or access thereto.
<br />(vi) Zomig. Neither the Seller nor any of the Individuals have
<br />Knowledge of, or received any notice of, any existing violation of any zoning,
<br />permitting, land use, or building statutes, rules, or regulations applicable to the
<br />Transferred Real Property or access thereto.
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