Ordinance 2021-1804 - Laserfiche WebLink

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b. Documentation of Ownership and Right to Water Stock. Within thirty (30) days after the Effective Date of this Agreement, the City shall make available to CK Ventures all information and documentation within its possession required by CK Ventures to examine title and determine that the water associated with the Water Stock can be used to support CK Ventures' development and finalize development agreements. It is a condition precedent to Closing that CK Ventures be satisfied with title to the Water Stock, and that the water associated with the Water Stock can be used to support CK Ventures' development and finalize development agreements. The City will make its records concerning the Water Stock and the use thereof available to CK Ventures and will request the Ditch Company make its records concerning the Water Stock and the ownership and use thereof available to CK Ventures. c. Notice of Failure of Condition. If, prior to the end of the Due Diligence Period, either CK Ventures or the City has a good faith basis to expect that one or more of the conditions precedent to Closing described in paragraph 3.b. or in paragraph 4.b.(i) of this Agreement has not or cannot occur, written notice of the condition and the basis for why it is not likely to be met shall be provided to the other Party before the final day of the Diligence Period. (i) Failure of title condition. The City shall have sixty (60) days after notice from CK Ventures that title to the water stock is unsatisfactory to CK Ventures under paragraph 3.b. of this Agreement in which to cure such defect. If such defect is not timely cured to the satisfaction of CK Ventures, CK Ventures, at its sole discretion, may either waive such defect or terminate this Agreement. (ii) Failure of the First Right of Refusal Condition. If the condition precedent to Closing described in paragraph 4.b.(i) of this Agreement is not satisfied during the Due Diligence Period, CK Ventures, at its sole discretion, by notice to the City, may waive such condition precedent, unilaterally extend the Due Diligence Period by ninety (90) days to allow the possible satisfaction of such condition, or terminate this Agreement. If CK Ventures elects so to extend the Due Diligence Period, CK Ventures subsequently may terminate this Agreement if the condition precedent to Closing described in paragraph 4.b.(ii), below, is not satisfied within the Extended Due Diligence Period. (iii) Return of Earnest Money. If this Agreement is terminated as provided in this paragraph 3, the earnest money shall be returned to CK Ventures within ten (10) days of such termination. 4. CLOSING a. Closing. Unless the Parties agree otherwise, and subject to the conditions stated in this Agreement, the consummation of the transactions contemplated hereby (herein referred to as the "Closing") shall be held within forty-five (45) days after satisfaction of all conditions precedent to the Closing, unless the Parties mutually agree in writing on another date for the Closing. Closing shall either occur at Louisville City Hall, 749 Main Street, Louisville, Colorado, or at such other convenient location as the Parties may mutually agree upon, Page 5 of 13