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REC <br />APR 112003 <br />Qivision of Minerals and Geol <br />to resolution of such matter within 20 days after such notice, Purchaser may ether termmage~~this <br />Agreement or waive the matter as an objection to Closing. <br />4.2 Seller's Use of Pazcel 2 Prior to Closin; Date. Prior to Closing or expiration or <br />termination of the Option, Seller shall not cause or permit any disturbance to Parcel 2 without <br />the prior written consent of Purchaser. From and after the Effective Date, Seller shall not grant <br />any easement, encumbrance, license or permit in or to Parcel 2 without the prior written consent <br />of Purchaser. Any lease of all or any part of Parcel 2 made by Seller must be terminable by Seller <br />on thirty (30) days notice. Seller shall preserve intact and unimpaired any and all rights-of--way, <br />easements, grants, appurtenances, privileges, Ieases, permits, licenses and other rights in favor of <br />or constituting any portion of Parcel 2. Further, Seller agrees to pay any and all encumbrances <br />on and through the Closing Date or termination or expiration of this Agreement, whichever <br />occurs first and not to permit any liens, encumbrances, charges or other similaz rights of others, <br />recorded or unrecorded, to attach to Parcel 2. Except as expressly authorized by Purchaser in <br />writing, Seller shall not enter into or record any covenant, easement, lease or other agreement <br />affecting Parcel 2. If Seller defaults under the terms of any encumbrance on Parcel 2, or in the <br />event of any failure by Seller to secure any necessary release any such encumbrance or to pay <br />any tax, assessment or levy on Parcel 2, and without in any way limiting or waiving Purchaser's <br />rights and remedies hereunder, Purchaser shall have the right, but not the obligation, to cure such <br />breach, secure such release or make such payment, as the case maybe, and the cost of so doing <br />shall be deducted from the Purchase Price payable by Purchaser at Closing. Nothing in this <br />paragraph shall in any fashion impair the right of the Seller to pursue agricultural activities. <br />4.3 Water Rights Evaluation. As "part of the investigation described in Section 4.1 and <br />the Required Permits described in Section 5.1, Purchaser shall conduct such studies and analyses <br />by a qualified water engineer as will allow a determination and quantification of the fraction of <br />the Weiskoph Ditch and its enlargement, described in Section 2.1(e) that will be required to be <br />conveyed at Closing in order to satisfy legal requirements imposed on Purchaser for mining and <br />processing operations and for evaporative losses during and after completion of mining. Such <br />quantified amounts will be included in the deed to be delivered at Closing pursuant to Section <br />3.2(a). <br />ARTICLE V. <br />CONDITIONS TO CLOSING; TITLE MATERIALS <br />5.1 Permitting Contingency. Purchaser requires as a condition to Closing that it first <br />obtain the following permits and approvals fot use of Parcel 2 for a sand and gravel extraction <br />and processing operation: Routt County Special Use Permit, Colorado Division of Minerals and <br />Geology Permit ("DMG Permit"), Colorado Department of Transportation Access Permit and <br />U.S. Army Corps of Engineers §404 Permit (the "Required Permits"). Seller has previously <br />approved a proposed Special Use Pemit application and D1vIG Permit application for Parcel 1 in <br />connection with the Prior Lease. Purchaser shall diligently amend and prosecute these permit <br />applications to address issues raised in the conceptual plan approval previously given by Routt <br />County and other issues raised by applicable governmental authorities. Purchaser will supply <br />_ 7_ _~^ <br />l <br />