RIGHT OF FIRST REFUSAL
THIS RIGHT OF FIRST REFUSAL is given as of the 15th day of June, 1998, by , a
Delaware corporation ("Seller"), to , a
Colorado corporation ("Buyer").
1. Grant; Description of
Property. For valuable consideration, and subject to the conditions set forth
below, Seller hereby grants to Buyer the right of first refusal with respect to
any sale of all or any part of the following real property (the
"Property") owned by Seller in Jefferson County, Colorado:
That part of the N1/2 N1/2 N1/2 of Section 21, Township 3 South, Range 70 West of the 6th P.M. lying easterly of
Colorado State Highway 93, together with all appurtenances thereto and all
improvements thereon.
This right of first refusal may not be exercised in connection with the sale
of all or any part of the Property simultaneously with a sale to the same party
of a substantial part of the land now owned by Seller in Sections 10, 11, 14,
15, and 22 of said Township (the "Other Land"), but such right of
first refusal shall remain in effect and be enforceable against Seller's
transferee to the same extent as it would be enforceable against Seller.
2. Notice of Acceptable Offer. If at any time or times during the term of
this right of first refusal, Seller receives an offer acceptable to Seller for
the purchase of all or any part of the Property, then, unless such offer also
provides for the simultaneous purchase by the same purchaser of a substantial
part of the Other Land, Seller shall forthwith forward a copy of such offer (the
"Acceptable Offer") to Buyer.
3. Exercise by Buyer. Buyer
shall have a period of 30 days after receiving such copy of the Acceptable
Offer within which to notify Seller that Buyer elects to purchase the Property
(or the portion thereof covered by the Acceptable Offer) on the terms contained
therein. Any such notice from Buyer shall be accompanied by any earnest money
required under the terms of the Acceptable Offer, which shall then constitute a
contract between Seller and Buyer even though neither has signed it.
4. Waiver by Buyer. If Buyer does not notify Seller within
the 30‑day Period mentioned in the preceding paragraph of Buyer's
election to purchase such property, Seller shall be free to 'sell such property
to the person who submitted the Acceptable Offer (or to such person's permitted
assigns) on the terms specified therein, and Buyer shall upon request execute
and deliver an instrument in recordable form appropriate to evidence Buyer's
relinquishment of its rights under this instrument with respect to such
transaction. Notwithstanding any such relinquishment, Buyer's rights under this
instrument shall remain in effect with respect to any part of the Property not
covered by the Acceptable Offer, and, if the transaction contemplated by the
Acceptable Offer fails for any reason to close, with respect to any subsequent
offer to purchase all or any part of the Property covered by such Acceptable
offer.
5. Term. The term of this right
of first refusal shall extend for 15 years from the date hereof and for so long
thereafter as Buyer is engaged with reasonable diligence in mining, quarrying,
or rock‑crushing activities on North Table Mountain near Golden,
Colorado; provided, that such term shall in no event extend more than 20 years
and 11 months beyond the death of the last surviving member of the group of
persons consisting of the present members of Buyer's board of directors and
their descendants now living.
6. Notices. Any notice
required or permitted to be given under this right of first refusal shall be in
writing and shall be deemed given upon personal delivery or on the second
business day after mailing by registered or certified United States mail,
postage prepaid, to the appropriate party at its address stated below:
SELLER:
Golden, Colorado 80401
BUYER:
Denver, CO 80221
Attention:
Either party may change its address for notices by notice to the other party
as provided above.
7. Binding Effect. The
provisions of this instrument shall bind and benefit Seller and Buyer and their
respective successors and assigns.
IN WITNESS WHEREOF, Seller has executed this right of first refusal on the
date set forth in its acknowledgement, intending it to take effect as of the
date first mentioned above.
By
STATE OF NEW YORK )
) ss.
COUNTY OF WESTCHESTER )
The foregoing instrument was acknowledged before me this day of June, 1998, by as
President of ,
a Delaware corporation.
My commission expires:
Witness my hand and official seal.
Notary
Public
10/28/99 3:20 PM