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(b) Purchase Price. Each Petty shall pay such Party's Proportionate Share of <br />the Purchase Price of $29,500,000, as follows: <br />I?enver $ 12,789,473.68 <br />So. Adams (on behalf of Denver) 4,026,315.79 <br />FRICO Companies (on behalf ofDenver) 10,184,210.53 <br />Bromley 2,500,000.00 <br />Total $29,500,000,00 <br />Pursuant to the Contract, the foregoing amounts to be paid at the Closing will Ue reduced <br />by the amount of the Deposit and Supplemental Deposit paid by each Party under <br />paragaph 6(a). If pursuant to paragraph 4 of the Third Amendment there is a reduction <br />in the Purchase Price, the foregoing amounts to be paid by the Parties will be reduced <br />based upon the Party's Proportionate Share, If the Sellers exercise the Put Option under <br />paragraph 9 of the Third Amendment, the amotmts the Parties shall pay for the Excluded <br />Property shall be based upon the Parties' Proportionate Shares. <br />7. Title and Survev. Each of the Parties has received a copy of the Title <br />Commitment and Survey, and understands that, as of the date of this Assigtunent, all of the <br />exceptions to title reQected on the Title Commitment have been deemed approved by Purchaser <br />and, therefore, are Permitted Exceptions. 1f in the course of its due diligence any Party determines <br />that title to ilze Property is not acceptable to it, such Patty's sole remedy shall be to exercise its right <br />to notify the other Parties that it elects not to proceed with the transaction in the manner provided <br />under Section 8 of this Assignment, <br />8.. Feasibility Continaency. Pursuant to the Third Amendment, Purchaser has pntil <br />September 6; 2006 to have the terms of the Third Amendment approved by Denver, So. Adams <br />and FRTCO. If fdr any reason ury Party determines, in its sole discretion, That the portion of the <br />Property that it is acquiring is not suitable for its needs or otherwise does not want to proceed <br />with'the transaction, such Party (the "Dissatisfied Patty") shall give written notice to the other <br />Patties ("Other Parties") on or before September 6, 2006 and the Contract will be terminated in <br />accordance~with its terms. If the Contract is not so terminated, each of the Parties will direct the <br />Title Company to release the portion of the Supplemental Deposit as provided in Section 2 of the <br />Third Amendment. <br />9, Condition to Closing, The Parties agree, among themselves, that it shall be a <br />condition to the obligation of any of the Puties to close under the Contract that all of the <br />following conditions be satisfied: • <br />(a) All of the Parties shall close the acquisition of their respective.portions of <br />the Property simtiltaneously at the Closing; and <br />(b) The pending condemnation action brought by United Water & Sanitation <br />District shall be dismissed at or prior to Closing. <br />If the foregoing conditions are not satisfied, a Party wlto is not otherwise in default under the <br />Contract or this Assignment may olect not to close without being deemed to be in default under <br />this Assigmnent. <br />toosabtaa i~l - 5 - <br />