2011-03-14_REVISION - M1977493 ‎(47)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 34 to 38
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

CM0001138
partial prepayment of amounts due under the Note or upon the
occurrence of certain other events described herein. At
Closing the Company-shall deliver share certificates for such
Class A Series 1 shares (the "Escrow Shares") to Land Title
Guarantee Company (the "Escrow Agent") to hold in escrow,
together with the blank stock power, Note, Deed of Trust and
Security Agreement, pursuant to the escrow agreement in the
form attached hereto as Exhibit H'(the-"Escrow Agreement")._
(c) The cash component of the Purchase Price
shall be decreased by the estimated amount of any unpaid real.
property and personal property taxes, prorated through the date
of Closing, and all assessments levied on the Property but not
paid to the date of.Closing.
. (d) If the Permit (as defined in Section-3
below) is approved for issuance and the Permit applicants do
not reject such Permit in accordance with applicable Summit.
County regulations within 2.0 business days after receipt of
notice of approval thereof by the appropriate Summit County's
Board of County Commissioners, Climax shall, within 20 business
days after receipt of. notification of approval of the Permit,
and without any further action by the Company or Summit County:
(1) Instruct the Escrow Agent to mark the
Note "paid"; and
(2) Notify the Escrow Agent to file with
the Public Trustee of Summit County the Request for Release of
Deed of Trust, delivered to the Escrow Agent in accordance with
Section 3(c) below (the "Request for Release"), to obtain
release of the Deed of Trust and, upon such filing, to release
the certificate for the Escrow Shares to the Company.
(e) If a court having appropriate jurisdiction
over the parties makes a final determination that the
provisions of Section 3 below, regarding issuance of the
Permit, is invalid or unenforceable, the parties hereto agree
that they shall execute an amendment to the Note, amending the
maturity date thereof to a date one year from the date of such
determination of invalidity or unenforceability.
3. Permit. (a) Concurrent with the execution of
this Agreement, Climax has made application with Summit County
for a permit pursuant to Chapter 10 of the Summit County Land
Use and Development Code regarding Areas and Activities of
State Interest (the "Permit") to construct and operate a
project to transport the following described surplus water
owned by Climax or imported by Climax from adjacent basins to
they eastern or western slope of Colorado: (1) up to a maximum
-34-