2011-03-30_REVISION - M1977493 ‎(13)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/30/2011
• Doc Name: Reservoir Purchase Agreement
• From: Clinton Ditch & Reservoir Company
• To: DRMS
• Type & Sequence: AM6
• Media Type: D
• Archive: No

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the Company notifies Climax that the Discharge Bypass is
necessary for the continued operation of the Reservoir upon a
violation of the Discharge Permit, upon such notification
climax agrees to provide to the Company, at no cost, all
materials and equipment necessary to construct the Discharge
Bypass, and to reimburse the Company, upon written demand by
the Company accompanied by an itemization of costs, for (1) all
costs incurred by the Company in securing approvals for the
construction of and constructing the Discharge Bypass, and (2)
all other costs associated with any modification to the
Discharge Permit which may be required to affect such a direct
release of water into Tenmile Creek downstream of Climax's
waste discharge point.
(c) Climax hereby agrees to indemnify and hold
harmless the Company for all loss, cost, liability and expense
(including reasonable attorneys' fees and costs) arising from
climax's breach of its obligations set forth in Sections 9(a)
or 9(b) above, or from any violation of the Discharge Permit or
any other permit required to be obtained by Climax pursuant to
Section 9(a).
• 10. Representations and Warranties of Climax.
(a) Climax hereby represents and warrants to the Company that,
as of the date hereof and as of the date of Closing (and
Climax's liability for a breach of such representations and
warranties shall survive the Closing hereunder):
(1) Climax is a corporation duly organized and
validly existing under the laws of the State of Delaware,
climax has obtained all consents and authorizations necessary
to complete the transactions contemplated herein, and when this
Agreement is executed it will constitute a valid and binding
obligation of Climax;
(2) Climax has and will have
title to the Property, free and clear of al
encumbrances, except 1992 taxes not yet due
rights of the U.S. or the State of Colorado
streambeds comprising the Property, and any
title approved by the Company in accordance
Section 13(a)(3) below;
good and marketable
1 liens and
and payable, any
in and to any
other exceptions to
with
(3) There will exist no obligation or liability
of any nature, contingent or otherwise, that is or could become
a lien or other encumbrance on the Property;
• (4) Climax has filed all federal and state tax
returns required to be filed in connection with its ownership
and operation of the Property, and such returns were true,