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<br />Thomton's notice of a Title Defect. If any Title Defect is to be cured, Aggregate may, at <br />Aggregate's sole option, cure such defect within sixty (60) days after notice of such Title Defect <br />by Thomton. If such Title Defect cannot be cured, or is not to be cured, or if such Title Defect is <br />not cured within such sixty (60) day period or by Closing, whichever is later, Thomton may, at <br />Thornton's option, (a) waive the Title Defect and close as provided in this Agreement or (b) <br />terminate this Agreement pursuant to the provisions of either Paragraph 29(a) or 29(b) at <br />Thomton's sole option. Any Title Defect shall be deemed cured if Aggregate shall cause the <br />exception to be deleted from the Title Insurance Commitment and the applicable Owner's Title <br />Insurance Policy to be delivered to Thomton, or shall obtain affirmative insurance protection with <br />respect thereto which is acceptable to Thomton. <br />17. Deed. PursuanttothetemtsofthisAgreement,AggregateshallconveytoThomton <br />fee simple title to the Property by Special Warranty Deed (or by General Warranty Deed in the <br />event Aggregate acquired title to the Property by one or more general warranty deeds), in the form <br />attached hereto as Exhibit D, 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 15 this <br />Agreement. The Deed shall contain reservations of the water rights and easement(s) identified in <br />Paragraph 5a of this Agreement. <br />Closing <br />18. Closing Date(s) and Place. The Closing shall take place on or before thirty (30) <br />days after Thomton receives a copy of the approval and/or permit of the SEO approving the <br />Property as a lined water storage facility, but no later than December 31, 2000. The Closing shall <br />take place at the offices of the Title Company or such other place as the parties may mutually <br />agree. <br />19. Documents at Ciosing. At the Closing the following documents and materials, each <br />duly executed and acknowledged by the parties as appropriate, shall be delivered by the partles: <br />(a) the Deed from Aggregate to Thomton; (b) a Stipulation for Dismissal of the Condemnaton <br />Action; (c) Non-Foreign Status Certificates pursuant to Internal Revenue Code Section 1445, if <br />applicable; (d) any other documents or instruments necessary to effectuate the terms of this <br />Agreement. At the Closing the Deed shall be delivered to Thomton and the parties shall execute <br />and deliver (a) a receipt and acknowledgment by Aggregate that the Purchase Price has been paid <br />by Thomton to Aggregate for the Property; and, (b) a set of settlement statements prepared by <br />the Title Company showing the disposition of funds paid and delivered. <br />20. Possession. Thomton is currently in joint possession of the Property pursuant to <br />a Stipulation and Order in the Condemnation Action. Full possession of the Property, subject to <br />the reserved easements and rights of access, shall be delivered to Thomton at the Closing. <br />North Dahlia <br />Purchase Agreement <br />December 11, 2000 <br />Page 12 of 22 <br />