Resolution 2002-27 - Laserfiche WebLink

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2.8. Interim Assessments. Louisville shall pay to Superior upon and at closing any special assessments paid by Superior on the Six Units since the execution of this Agreement. This provision shall not apply to any Firming Project costs, which shall be governed by Section 2.18. 2.9. Title. Title to the Six Units shall be merchantable in Superior at the time of closing, free and clear of all liens, encumbrances, assessments, and security interests, except the Series C or Series D Water Revenue Bonds of the Subdistrict ("Bonds"), NCWCD and Subdistrict assessments not yet due and owning, and subject to the rules and regulations of the NCWCD and Subdistrict. Any lien, encumbrance or assessment required to be paid by Superior shall be paid at or before closing from the proceeds of this transaction or from any other source. 2.9.1. Superior, at its sole expense and on or before August 16, 2002, shall provide Louisville with a written ownership and encumbrance report ("Report") which shall list all owners of the Six Units and include tree copies of all liens, encumbrances, security interests and other interests on or in the Six Units, if any. If any such interests exist, the Report shall be accompanied by written statements from the persons holding such interests, stating the terms and conditions under which the Six Units will be released from the same. Additionally, for so long as this Agreement is in effect, Superior shall make available to Louisville for inspection and copying all documents and information related to the Six Units and Superior's interests therein. Louisville shall have the right to inspect the Report and other documents and information provided by Superior, and to conduct such other investigations as it deems necessary to determine the state of Superior's title to the Six Units and Superior's interests in the Windy Gap Project and Subdistrict. 2.9.2. 2.9.3. Should the Report or Louisville's investigations disclose title or other defects which are not acceptable to Louisville (even though such matters would not make the Six Units unmarketable), a written notice of the defects shall be given to Superior by Louisville no later than September 2, 2002, and Superior shall use reasonable efforts to correct said defects prior to the date of closing. If Superior fails to correct any or all such defects prior to closing, then Louisville, at its sole option, may complete the transaction notwithstanding the uncorrected defects or may, upon written notice to Superior, 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 herefrom. Irrespective of whether Louisville has made any title objections based on the Report provided and investigations completed under subsections 2.9.1 and 2.9.2, Superior shall at closing deliver to Louisville a title opinion concerning the Six Units. The opinion shall be prepared by a Colorado licensed attorney, signed and dated as of the date of closing, and directed to and for the benefit of Louisville. The opinion shall include the attorney's certification that the attorney has examined title to the Six Units and found 5