Resolution 2021-13 - Laserfiche WebLink

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15. Commission. Neither Party has engaged the services of any agent or broker, and no commission is owed by either Party in this transaction. Seller agrees to defend, indemnify and hold harmless Purchaser from and against any and all claims of broker's fees and commissions, except only claims arising solely through Purchaser. 16. No Encumbrance. Seller agrees that it will not, so long as this Agreement is in effect, encumber or burden the CBT Units. 17. Use of CBT Units. Water use for the year of Closing shall be by Purchaser, with assessments for such year paid by Purchaser, including the 2021 assessments. Board approval of the transfer will be subject to the payment by Purchaser of the 2021 assessments. 18. Tax Consequences. Seller acknowledges that neither Purchaser, nor any of its agents or attorneys have made any representations as to the tax treatment to be accorded to this Agreement or to any proceeds thereof by the Internal Revenue Service under the Internal Revenue Code or by the tax officials of the State of Colorado under Colorado tax law. 19. Survival. The Parties hereto agree that, except for such of the terms, conditions, covenants, and agreements hereof which are, by their very nature fully and completely performed upon the Closing of the purchase -sale transactions herein provided for, all of the terms, conditions, representations, warranties, covenants, and agreements herein set forth and contained, shall survive the Closing of any purchase -sale transactions herein provided for and shall continue after said Closing to be binding upon and inure to the benefit of the Parties hereto, their successors and assigns. 20. Notice. Whenever notice is required to be given hereunder, it shall be in writing and delivered to the Party entitled thereto or mailed to the Party entitled thereto, by registered or certified mail, return receipt requested. If delivered, said notice shall be effective and complete upon delivery. If mailed, said notice shall be effective and complete upon mailing. Until any Party changes the address included below by notice in writing, notice shall be given as follows: To the Purchaser: City Manager City of Louisville 749 Main Street Louisville, CO 80027 with copy to: Alan G. Hill Ashley N. Pollock Hill & Pollock, LLC 1528 Wazee Street Denver, CO 80202 To the Seller: Thomas E. Shonka 705 Charles Street Superior, CO 80027 Page 6 of 11