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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the District approves the execution of this Agreement by the Indian River County Solid Waste Disposal District at a formal meeting of such District. 3. Title to the Property. The District shall convey marketable title to the Property by county deed free of claims, liens, easements and encumbrances of record or known to the District; but subject to property taxes for the year of Closing and subject to covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents MWI's intended use and development of the Property. 4.0 MWI may order an Ownership and Encumbrance Report with respect to the Property. MWI shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, deliver written notice to the District of title defects. Title shall be deemed acceptable to MWI if (a) MWI fails to deliver notice of defects within the time specified, or (b) MWI delivers notice and the District cures the defects within thirty (30) days from receipt of notice from MWI of title defects ("Curative Period"). The District shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, MWI shall have thirty (30) days from the end of the Curative Period to elect, by written notice to the District, to: (i) terminate this Agreement, whereupon it shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 5. Representations of The District 5.1 The District is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title and authority to convey and transfer the Property, which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 5.2 From and after the Effective Date of this Agreement, the District shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of MWI. 5.3 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 6. Default. 6.1 In the event the District shall fail to perform any of its obligations hereunder, MWI shall be entitled to: (i) terminate this Agreement by written notice delivered to the District at or prior to the Closing Date, and pursue all remedies available 2