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herein by this refarenoe to Aggregate Industries - West Central Region, [no. <br />Immediately after Closing, Thornton shall request the Secretary of the <br />Company to transfer ownership of the Colorado Ag Shares to Thornton on <br />the Company's records. <br />9. TJUI of Essence/Reme ides,. Time Is of the essence as to this Agreement. If any <br />condition, provision, or obligation is not made, tendered, or performed as provided <br />herein, there shall be the following remedies. <br />8. If jhornton Is In Default. Seller may elect to treat this Agreement as <br />canceled, in which case all payments and things of value received <br />- hereunder shall be returned and Seller may recover such damages as may <br />be proper, or Seller may elect to treat this Agreement as being in full force <br />and effect and Seller shall have the right to speolfic performance or <br />damages, or both. <br />b. If Seller Es In - Default. Thornton may elect to treat this Agreement as <br />canceled, in whloh case all payments and things of value received <br />hereunder shall be returned and Thornton may recover such damages as <br />may be proper, or Thornton may elect to treat this Agreement as being in full <br />force and effect and Thornton shall have the right to specific performance or <br />damages, or both. <br />c. Costs and Expenses. Anything to the contrary herein notwithstanding, In the <br />event of any litigation arising out of this Agreement, the court shall award to <br />the prevalling party all reasonable costs and expenses, Including reasonable <br />attorneys' fees. Litigation arising out of this Agreement shall not apply to or <br />Include participation in Water Court cases related to water subject to this <br />agreement. <br />10. p8dles In Interest. This Agreement shall be binding upon and shall Inure to the <br />benefit of the Parties hereto and their respective heirs, successors and permitted <br />assigns. This Agreement does not create and shall not be construed to create <br />any rights, benefits or remedies enforceable by any person other than Thornton <br />and Seller, except by lawful assignment of the rights hereunder as may be <br />permitted In paragraph 11, below. <br />11. AsaIgrunent and N01,0e. Seller may freely assign Its rights under this Agreement <br />in whole or in part to any other person or entity. No such assignment will be <br />effective until written notice has been given to Thornton and no assignment will be <br />allowed If It Increases the obligations under this Agreement. Thornton may assign <br />its obligation under this Agreement only with the written consent of Seller or its <br />assignee, which consent shall not be unreasonable withheld. This Agreement may <br />be recorded In public records and notice is to be given as follows: Water <br />Resources Manager, City of Thornton Clvio Center, 9500 Civic Center Drive, <br />Thomton, Colorado, 80229; or Aggregate industries, attention: Michael Refer, <br />Vice President of Administration, 1707 Cole Boulevard, Suite 100, Golden, <br />Colorado, 80401, or to any subsequent address provided by the parties in writing. <br />12. Entire Agreement, This Agreement constitutes the entire understanding between <br />the Parties with respect to the subject matter hereof, superseding all negotiations, <br />Page 4