|
action that is described in Section 4.1(c) has been taken by the Seller or any of the Individuals
<br /> (as applicable).
<br /> (I) Real Property.
<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 of, 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) entitled to anyroyalty
<br /> Y is Y Y
<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) Condemnation. 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) Zoning. 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.
<br /> 14
<br />
|