Resolution 2002-27 - Laserfiche WebLink

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2.4. Escrow Agent. Louisville and Superior agree that First Colorado Title Corporation, Boulder Branch, shall serve as escrow agent for purposes of this Agreement. 2.5. Approval Contingency. This Agreement and Louisville's obligation to purchase the Six Units is expressly contingent upon (a) the Subdistrict's approval of the transfer of the Six Units of Windy Gap Water to Louisville, as contemplated under this Agreement; (b) the receipt of all written consents required by the Subdistrict and Superior's creditors for transfer of the Six Units to Louisville, which consents shall be in form and substance acceptable to Louisville; and (c) the execution of a mutually acceptable new or replacement Allotment Contract between the Subdistrict and Louisville for the Six Units of Windy Gap Water transferred to Louisville at closing. Superior at its expense shall properly complete an Application for Transfer of Allotment and such other documents required to be submitted to the Subdistrict for approval of the sale and transfer of the Six Units of Windy Gap Water to Louisville. Superior shall submit the completed application and other documents to the Subdistrict Board no later than the date required by the Board for consideration at the Board's regUlarly scheduled meeting on September 13, 2002. Each party shall also submit to the Board properly adopted and executed resolutions or ordinances authorizing their respective application to the Board, and such other instruments and authorizations as the Board may require in connection with the transfer. Louisville and Superior shall take those initial actions which may be necessary to acquire approval from the Subdistrict for the transfer to Louisville of the Six Units of Windy Gap Water upon execution of this Agreement and shall work in good faith and with all due diligence with NCWCD and the Subdistrict to effectuate the closing contemplated herein. 2.6. Closing. Closing shall take place within fifteen (15) days after (a) Subdistrict approval of the transfer of the Six Units of Windy Gap Water to Louisville, as contemplated under this Agreement; (b) receipt of all written consents required by the Subdistrict and Superior's creditors for transfer of the Six Units to Louisville, which consents shall be in form and substance acceptable to Louisville; and (c) the execution of a mutually acceptable new or replacement Allotment Contract between the Subdistrict and Louisville for the Six Units of Windy Gap Water transferred to Louisville; but in no event shall closing occur later than September 30, 2002. In the event any of the contingencies referenced in Section 2.5 are not satisfied, either Party, upon written notice to the other Party, may extend the closing date until no later than October 31, 2002 to allow for the satisfaction of such contingencies, or may declare this Agreement terminated, whereupon all earnest money and any other monies or things of value received hereunder shall be immediately returned to Louisville, and both Parties shall be released from all further obligations hereunder. Closing shall take place at Louisville City Hall, 749 Main Street, Louisville, or such other place as the Parties may designate by mutual written agreement. 2.7. Fees. Superior shall pay all application, transfer, or other fees required by Subdislrict in connection with the sale and transfer of the Six Units to Louisville. 4