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<br />(a) the Deed from Aggregate to Thornton; (b) Non-Foreign Status Certificates pursuant to Internal <br />Revenue Code Section 1445, if applicable; (c) any other documents or instruments necessary to <br />effectuate the terms of this Agreement. At the Closing the Deed shall be delivered to Thornton and <br />the parties shall execute and deliver (a) a receipt and acknowledgment by Aggregate that the <br />Purchase Price has been paid by Thornton to Aggregate for the Property; and, (b) a set of <br />settlement statements prepared by the Title Company showing the disposition of funds paid and <br />delivered. <br />28. Possession. Possession of the Property, subject to the reserved right of access, if <br />any, shall be delivered to Thornton at the Closing. <br />29. Costs and Expenses. Thornton shall pay the cost of recording the Deed(s) and any <br />documentary fee relating to the Property conveyed by the Deed(s). Aggregate shall pay one-half <br />(+/z) and Thornton shall pay one half (+h) of any closing fees. <br />Post Closing Conditions/Agreements <br />30. Condition of Property. Aggregate, at its sole cost and expense, shall remove all <br />mined materials; construction materials or debris; equipment; supplies; and any other personal <br />property from the Properly prior to Closing. <br />31. Reservoir Warranties. Aggregate shall assign to Thornton at Closing any and all <br />warranties received by Aggregate from its contractors and subcontractors which pertain to the <br />Reservoir and shall cooperate with Thornton in the event it becomes necessary for Thornton to <br />enforce such warranties. Should said warranties not be assignable without the warrantors' <br />consents, Aggregate shall use its reasonable best efforts to obtain those consents. For any <br />contracts or agreements entered into by Aggregate subsequent to the execution of this Agreement, <br />Aggregate sha11 require that any warranties contained in such agreements or contracts shall be <br />assignable by Aggregate to subsequent purchasers of the property. <br />32. Changes in Design and Additional Work by Aggregate. Aggregate shall reasonably <br />cooperate with Thornton to obtain amendments to the Permits or changes in the Mining Plan or <br />design of the Reservoir to provide for the design and installation of any additional improvements <br />or facilities desired by Thornton for its use of the Property. At Thornton's request, Aggregate will <br />negotiate with Thornton for the inclusion of any such facilities, atThornton's expense but provided <br />that the amount to be charged Thornton for such work shall not exceed Aggregate's cost of having <br />such work performed. <br />33. Aggregate's Reclamation Responsibility. Aggregate shall remain responsible for <br />compliance with all the terms and conditions of the Permits. Upon execution of this Agreement, <br />no amendment shall be made to any mining or reclamation plan, or any special or conditional use <br />Hammer <br />Option & Purchase Agreement <br />December il, 2000 <br />Page 19 of 29 <br />