2011-03-21_HYDROLOGY - M1994093 - Laserfiche WebLink

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S. 5. Transfer Fees. Thornton agrees to pay for all, reasonable transfer fees, except Sellsr's attorney's fees and costs, In order to transfer the ownership of the Colorado Ag Shares to Thornton under this Agreement. In the event that the Closing does not occur for whatever reason, Thomton's obligations to Salter under this paragraph 5 shall be null and void. 8. Reoresentelions and errantles of Seller. Seller represents and warrants to Thornton! a. Seller Is the sole owner of the Colorado Ag Shares and there are no outstanding deeds of trust, liens, taxes, assesaments by the Company, options, assignments or other encumbrances of any nature whatsoever that would encumber or otherwise affect Sellerb title to the Colorado Ag Shares. b, Authodly Relative to this Aareeement. Seller has the authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. 7. Renreaentatlons and_Warrentles of Thornton. Thornton represents and warrants to Seller that Thornton's execution and delivery of this Agreement and Thornton's consummation of the transactions contemplated hereby have been duly and validly authorized by the City of Thornton and, if necessary, by the City Council of the City of Thornton, and require no further action for valid authorization. mpg. The consummation of the transactions contemplated by this Agreement, Includtgg the delivery of documents and other actions set forth below ('the Closing'), shall take place on or before thirty (30) days from the date this Agreement Is fully executed, at the City of Thornton Water Resources Division, Infrastructure Maintenance Center, 12460 Washington Street, Thornton, Colorado 80249. at. SelWe Actions. At the Closing, Seller shall: 1) deliver to Thornton a properly executed warranty deed conveying the Wier Rights from Seger to Thornton in the form of Exhibit 8, attached hereto and incorporated herein by this reference. 2) deliver to Thornton the original stock certificate of the Company for the Colorado Ag Shares duly endorsed for transfer from Seller to Thornton M accordance with the Company's articles, bylaws and any applicable agreements. 3) execute orders of transfer from Seller to the Secretary of the Company requesting transfer of the Colorado Ag Shares from Seger to Thornton in the form of Exhibit C, attached hereto and incorporated heroin by this reference. p, Thomton's Aollons. At the Closing, Thornton shall deliver a fully executed Water Lease in the form of Exhibit D, attached hereto and incorporated Page 3