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herein by this reference to Aggregate Industries - West Central Region, Inc. Immediately after Closing, Thornton shall request the Secretary of the Company to transfer ownership of the Colorado Ag Shares to Thornton on the Company's records. 9. Unit of Essence/Remedies. Time is of the essence as to this Agreement. If any condition, provision, or obligation is not made, tendered, or performed as provided herein, there shall be the following remedies. a. If IUrnton Is In DefaUR. Seller may elect to treat this Agreement as canceled, in which case all payments and things of value received hereunder shall be returned and Seller may recover such damages as may be proper, or Seller may elect to treat this Agreement as being In full force and effect and Seller shall have the right to specific performance or damages, or both. b. If Seiler is In - Default. Thornton may elect to treat this Agreement as canceled, in which case all payments and things of value received hereunder shall be returned and Thornton may recover such damages as may be proper, or Thornton may elect to treat this Agreement as being in full force and effect and Thornton shall have the right to speolflo performance or damages, or both. c. Costs and Expenses, Anything to the contrary herein notwithstanding, In the event of any litigation arising out of this Agreement, the court shall award to the prevailing party all reasonable costs and expenses, Including reasonable attorneys' fees. Litigation arising out of this Agreement shall not apply to or Include participation in Water Court cases related to water subject to this agreement. 10. Mlgs in Interest. This Agreement shall be binding upon and shall Inure to the benefit of the Parties hereto and their respective helm, successors and permitted assigns. This Agreement does not create and shall not be construed to create any rights, benefits or remedies enforceable by any person other than Thornton and Seller, except by lawful assignment of the rights hereunder as may be permitted In paragraph 11, below. 11. Assignment and Notice. Seller may freely assign Its rights under this Agreement In whole or in part to any other person or entity. No such assignment will be effective until written notice has been given to Thornton and no assignment will be allowed If It increases the obligations under this Agreement. Thornton may assign its obligation under this Agreement only with the written consent of Seller or its assignee, which consent shall not be unreasonable vAthheld. This Agreement may be recorded In public records and notice Is to be given as follows: Water Resources Manager City of Thornton Civic Center, 9500 Civic Center Drive, Thornton, Colorado, 80229; or Aggregate Industries, attention., Michael Refer,, Moe President of Administration, 1707 Cote Boulevard, Suite 100, Golden, Colorado, 80401, or to any subsequent address provided by the parties In writing. 12. Entire Agreement, This Agreement constlUes the entire understanding between the Partied with respect to the subject matter hereof, supen3eding all negotiations, Page 4