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<br />23. Title Defects. If the title insurance commitment or the survey show, or if Thomton <br />learns of any Title Defect, Thornton shall give written notice thereof to Aggregate within twenty <br />(20) business days after the later of (i) Thornton's receipt of the Title Insurance Commitment, or <br />(ii) disclosure of any title defect. Thornton's failure to give Aggregate such written notice of a Title <br />Defect within the specified time period shall constitute Thornton's waiver of any such Title Defect. <br />Aggregate shall proceed promptly to cure any Title Defect unless Aggregate shall give written <br />notice to Thornton advising Thornton that Aggregate has elected not to cure such Title Defect, <br />which notice shall be given twenty (20) business days after Aggregate's receipt of Thornton's notice <br />of a Title Defect. If any Title Defect is to be cured, Aggregate may, at Aggregate's sole option, <br />cure such defect within sixty (60) days after notice of such Title Defect by Thornton. If such Title <br />Defect cannot be cured, or is not to be cured, or if such Title Defect is not cured within such sixty <br />(60) day period or by Closing, whichever is later, Thomton may, at Thomton's option, (a) waive <br />the Title Defect and close as provided in this Agreement or (b) terminate this Agreement pursuant <br />to the provisions of either Paragraph 37(a) or 37(b) at Thornton's sole option. Any Title Defect <br />shall be deemed cured if Aggregate shall cause the exception to be deleted from the Title <br />Insurance Commitment and the applicable Owner's Title Insurance Policy to be delivered to <br />Thornton, or shall obtain affirmative insurance protection with respect thereto which is acceptable <br />to Thornton. <br />24. Deed. Pursuant to the terms of this Agreement, Aggregate shall convey to Thornton <br />fee simple title to the Property by Special Warranty Deed or by General Warranty Deed in the event <br />Aggregate acquired title to the Property by one or more general warranty deeds, in the form <br />attached hereto as Exhibit B, free and clear of all liens, encumbrances, rights of way, easements, <br />restrictions and other matters of record except the matters set forth in Paragraph 22 of this <br />Agreement. The Deed shall contain reservations of the water rights identified in Paragraph 8 of <br />this Agreement. <br />25. Condemnation by Third Party. In the event that Aggregate should receive any <br />"notice of intent to acquire" from any third party seeking to acquire the property or making an offer <br />to acquire prior to initiating a condemnation action, Aggregate shall notify Thomton of such notice <br />or offer, upon receipt. <br />Closin <br />26. Closino Date and Place. The Closing shall take place on or before thirty (30) days <br />after Thomton receives a copy of the approval andJor permit of the SEO approving the Property <br />as a lined water storage facility. Closing shall take place at the offices of the Title Company or such <br />other place as the parties may mutually agree. <br />27. Documents at Closing. At the Closing the following documents and materials, each <br />duly executed and acknowledged by the parties as appropriate, shall be delivered by the parties: <br />Hammer <br />Option & Purchase Agreement <br />December il, 2000 <br />Page 18 of 29 <br />