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<br />petroleum products or nitrates present at the Property, (b) which Aggregate would be responsible <br />for under applicable common law or environmental laws and regulations, (c) which occurs in the <br />soil or groundwater in concentrations or quantities exceeding applicable federal, state or local <br />numeric or narrative environmental regulatory standards; and (d) which is present on or before the <br />date of the Closing on the Property. The parties expressly reserve all rights they may have under <br />applicable common law, environmental laws or regulations, it being understood and acknowledged <br />that such rights shall not be limited by the provisions of this Paragraph. <br />Miscellaneous <br />41. Authority ofThornton. This Agreement is expressly subject to and shall not become <br />effective or binding on Thornton until the Agreement is fully executed by all signatories of the City <br />of Thornton. Thomton warrants that Thornton is a home rule municipal corporation duly <br />organized, validly existing and in good standing under the laws of the State of Colorado; has the <br />right, power, and legal capacity to enter into and perform its obligations under this Agreement and <br />the documents to be executed and delivered pursuant hereto; and the execution and delivery of <br />this Agreement and such documents and the performance and observance of their terms, <br />conditions, and obligations have been duly and validly authorized by all necessary action on its part <br />to make this Agreement and such documents and such performance and observance valid and <br />binding upon Thornton. <br />42. Authority of Aooreoate. Aggregate warrants that Aggregate is a corporetion duly <br />organized, validly existing and in good standing under the laws of the State of Indiana; is qualified <br />to transact business in the State of Colorado; has the right, power, and legal capacity to enter into <br />and perform its obligations under this Agreement and the documents to be executed and delivered <br />pursuant hereto; and the execution and delivery of this Agreement and such documents and the <br />performance and observance of their terms, conditions, and obligations have been duly and validly <br />authorized by all necessary action on its part to make this Agreement and such documents and <br />such performance and observance valid and binding upon Aggregate. Aggregate further warrants <br />that Aggregate was formerly known as CAMAS Colorado, Inc. and Cooley Gravel Company. <br />43. Casualty Damaoe. If, before Closing, the Reservoir is materially damaged by fire, <br />flood or other casualty and such damage cannot be repaired by Aggregate within one hundred <br />eighty (180) days: <br />Thornton may elect to (i) terminate this Agreement by giving notice to <br />Aggregate of such election within one hundred eighty (180) days of the <br />casualty event, or (ii) continue this Agreement despite such damage. If <br />Thornton elects to terminate the Agreement under this paragraph, the <br />provisions of either Paragraph 37(a) or 37(b) shall apply at Thornton's sole <br />option. <br />Hammer <br />Option & Purchase Agreement <br />December il, 2000 <br />Page 24 of 29 <br />