Resolution 2023-40 - Laserfiche WebLink

Home Browse Search

Balance, if in the possession of the Escrow Agent, shall be immediately returned to Purchaser and both Parties shall be released herefrom. 15. Agents. Seller warrants that it has retained Western Land and Water LLC, Seller's agent hereunder. Seller is solely responsible for payment of any commission or other compensation due to Western Land and Water LLC and agrees to indemnify Purchaser against any and all claims for a commission or other fee as a result of the closing of this transaction on behalf of Seller. Purchaser warrants that, other than HydroSource, Inc., Purchaser's agent hereunder, it has not retained any real estate broker or real estate agent who would be due a commission or other fee as a result of the closing of this transaction. Purchaser is solely responsible for payment of any commission or other compensation due to HydroSource, Inc. as a result of this transaction. 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 Seller, with assessments for such year paid by Seller, including the 2023 assessments. Board approval of the transfer will be subject to the payment by Seller of the 2023 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 Pollock Zahedi Hill & Pollock, LLC Page 6 of 10