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5. Transfer Fees. Thornton agrees to pay for all reasonable transfer fees, except <br />Seller's attorney's fees and costs, in order to transfer the ownership of the <br />Colorado Ag Shares to Thornton under this Agreement. In the event that the <br />Closing does not occur for whatever reason, Thornton's obligations to Seller <br />under this paragraph 5 shall be null and void. <br />6. Representations and Warranties of Seller. Seller represents and warrants to <br />Thornton: <br />a. Free and Clear Title to the Colorado Aa Shares. Seller is the sole owner of <br />the Colorado Ag Shares and there are no outstanding deeds of trust, liens, <br />taxes, assessments by the Company, options, assignments or other <br />encumbrances of any nature whatsoever that would encumber or otherwise <br />t affect Seller's title to the Colorado Ag Share& <br />b. Authority Relative to this Agreement. Seller has the authority to execute and <br />deliver this Agreement and to consummate the transactions contemplated <br />hereby. <br />7. Representations and Warranties of Thornton. Thornton represents and warrants <br />to Seller that Thornton's execution and delivery of this Agreement and Thornton's <br />consummation of the transactions contemplated hereby have been duty and <br />validly authorized by the City of Thornton and, if necessary, by the City Council of <br />the City of Thornton, and require no further action for valid authorization. <br />8. Qlg§lnrj. The consummation of the transactions contemplated by this Agreement, <br />Including the delivery of documents and other actions set forth below ("the <br />Closing"), shall take place on or before thirty (30) days from the date this <br />Agreement is fully executed, at the City of Thornton Water Resources Division, <br />Infrastructure Maintenance Center, 12450 Washington Street, Thornton, Colorado <br />80241. <br />a. Seller's Actions. At the Closing, Seiler shall: <br />1) deliver to Thornton a properly executed warranty deed conveying the <br />Water Rights from Seller to Thornton in the form of Exhibit 8, attached <br />hereto and Incorporated herein by this reference. <br />2) deliver to Thornton the original stock certificate of the Company for <br />the Colorado Ag Shares duly endorsed for transfer from Seller to <br />Thornton in accordance with the Company's articles, bylaws and any <br />applicable agreements. <br />3) execute orders of transfer from Seller to the Secretary of the <br />Company requesting transfer of the Colorado Ag Shares from Seller <br />to Thornton In the form of Exhibit C, attached hereto and incorporated <br />herein by this reference. <br />b. Thornton's Actions. At the Closing, Thornton shall deliver a fully executed <br />Water Lease in the form of Exhibit D, attached hereto and incorporated <br />Page 3: