Resolution 2010-71 - Laserfiche WebLink

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on the day preceding the Closing based upon the most recent assessments and mill levy and shall be final. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. Except as expressly provided herein, all proration adjustments shall be final as of the Closing Date. Any apportionments which are not expressly provided for herein shall be made in accordance with customary practice in Denver, Colorado. To the extent any revenues or costs are not reasonably ascertainable, such adjustments, if and to the extent known and agreed upon as of the Closing, shall be paid by Purchaser to Seller (if the prorations result in a net credit to the Seller) or by Seller to Purchaser (if the prorations result in a net credit to the Purchaser), by increasing or reducing the cash portion of the Purchase Price to be paid by Purchaser at the Closing. 5.4.3 Purchaser shall pay the cost of recording the special warranty deed and other conveyance documents, all documentary fees and taxes, the Plat, PUD, Subdivision Agreement and any other documents to be recorded in connection with the Approvals, which documents for the Approvals shall be recorded at closing, one -half of the escrow fees or other Title Company closing fees and the fees of Purchaser's counsel. ARTICLE 6. DEFAULT AND TERMINATION 6.1 Time of Essence. Time is of the essence of the obligations of the parties. 6.2 Purchaser Default. If Purchaser shall fail to terminate this Agreement as provided in Section 1.4, Section 4.1.2 or Section 4.2 and thereafter fails to consummate this Agreement for any reason other than Seller's default hereunder or following a condemnation under Article 7 or if Purchaser is otherwise in default of performing its obligations hereunder, then following written notice of such default given by Seller to Purchaser and the failure of Purchaser to cure such default within five (5) business days following receipt of such notice, Seller shall be entitled to terminate this Agreement and have the Deposit paid to Seller as liquidated damages as Seller's sole and exclusive remedy. THE PARTIES HERETO ACKNOWLEDGE THAT SELLER'S DAMAGES DUE TO PURCHASER'S DEFAULT HEREUNDER ARE DIFFICULT TO ASCERTAIN AND AGREE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF SELLER'S DAMAGES. 6.3 Seller Default. If Seller shall fail to consummate this Agreement for any reason other than Purchaser's default hereunder or termination of this Agreement by a party hereto or if Seller is otherwise in default of performing its obligations hereunder and fails to cure such default within five (5) business days following written notice thereof, Purchaser, as its sole and exclusive remedy, shall either: (a) elect to terminate this Agreement and have the Deposit returned to Purchaser from the Title Company; or (b) elect to seek specific performance of this Agreement from Seller because of such default or bring an action for damages suffered as a result of such default. 6.4 Effect of Termination. Upon termination of this Agreement pursuant to either Section 6.2 or Section 6.3, neither party shall thereafter have any further obligations to the other 13033961 10