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5. Transfer Few ., 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 b shall be null and void. <br />6. Representations and Warranties of S9ft Seller represents and warrants to <br />Thornton: <br />:.; . a. Free and Clear Title to the Colorado An 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 />Y` encurmbranoes of any nature whatsoever that would encumber OF Omer wise <br />affect Seller's title to the Colorado Ag Shares. <br />b. Authoft Relative to this Agreement Seller has the authority to execute and <br />' deliver this Agreement and to consummate the transactions contemplated <br />hereby. <br />c < 7. ELgRresentatlons and Mrranties of Thomton 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 duly 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 />B. QWIng 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 Seiler 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 <br />