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agreed to by the parties as the same may be extended for good reason, at the offices of <br />Brownstein Hyatt Farber Schreck, in Denver, Colorado. <br />(a) Closing Deliveries. On or before the Closing Date, Lafarge shall <br />deliver to Aurora the following items: <br />(1) Original certificate for the Subject Shares endorsed to <br />Aurora; <br />(2) An estoppel or other reasonable evidence from the <br />Ditch Company attesting to the certifications provided for in Section 7(b)(iii) and (iv); <br />(3) A share assignment agreement from Lafarge to Aurora <br />for the Subject Shares in a form mutually agreed upon by the parties and an irrevocable <br />stock power to Aurora granting to it the authority to change the ownership records of the <br />Ditch Company with respect to the Subject Shares; <br />(4) A special warranty deed for the Subject Shares from <br />Lafarge to Aurora for the Subject Shares in a faun mutually agreed upon by the parties; <br />(5) The Dry -Up Covenant executed by the owner of <br />Historically Irrigated Land (in the form of Exhibit B). <br />11. Entire Agreement of the Parties. This writing constitutes the entire <br />Agreement between the Parties and supersedes all prior written of oral agreements, <br />negotiations, representations, and understandings of the Parties with respect to the subject <br />matter contained herein. <br />12. Amendment. This Agreement may be amended, modified, changed, or <br />terminated in whole or in part only by written agreement duly authorized and executed by <br />the Parties hereto. <br />13. Enforcement. The Parties agree that this Agreement may be enforced in <br />law or in equity for specific performance, according to the laws of the State of Colorado. <br />14. Venue. Venue for the trial of any action arising out of any dispute <br />hereunder shall be in the District Court for Water Division 1. <br />15. Failure to Perform Due to Force Majeure.Subject to the terms and <br />conditions in this Paragraph, no party to this Agreement shall be liable for any delay or <br />failure to perform under this Agreement due solely to conditions or events of force <br />majeure, as that term is specifically defined herein; provided that: *(A) the non- <br />performing party gives the other party prompt written notice describing the particulars of <br />4411 \104\1075876.1 <br />5 <br />