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and made a part of this Agreement. Additional compensation has been included in <br />the purchase price of this Agreement. Addendum No. 1 has been attached to both <br />Agreements, but its terms and conditions will only be applied once, wherever <br />applicable. <br />3. Title. Seller shall convey marketable title to the ROW Property by warranty deed free of <br />claims, liens, easements and encumbrances of record or known to Seller; but subject to property <br />taxes for the year of Closing and covenants, restrictions and public utility easements of record <br />provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the <br />foregoing prevents County's intended use and development of the ROW Property ("Permitted <br />Exceptions"). <br />3.1 County may order an Ownership and Encumbrance Report with respect to the Property. <br />County shall, within thirty (30) days following receipt of the Ownership and Encumbrance Report, <br />deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if (a) <br />County fails to deliver notice of defects within the time specified, or (b) County delivers notice <br />and Seller cures the defects within thirty (30) days from receipt of notice from County of title <br />defects ("Curative Period"). Seller shall use best efforts to cure the defects within the Curative <br />Period and if the title defects are not cured within the Curative Period, County shall have thirty <br />(30) days from the end of the Curative Period to elect, by written notice to Seller, to: (i) to <br />terminate this Agreement, whereupon shall be of no further force and effect, or (ii) extend the <br />Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and <br />proceed to closing. <br />4. Representations of the Seller. <br />4.1 Seller is indefeasibly seized of marketable, fee simple title to the ROW Property, and is <br />the sole owner of and has good right, title, and authority to convey and transfer the ROW <br />Property, which is the subject matter of this Agreement, free and clear of all liens and <br />encumbrances. <br />4.2 From and after the Effective Date of this Agreement, Seller shall take no action which <br />would impair or otherwise affect title to any portion of the ROW Property, and shall record no <br />documents in the Public Records which would affect title to the ROW Property, without the prior <br />written consent of the County. <br />4.3 There are no existing or pending special assessments affecting the ROW Property, which <br />are or may be assessed by any governmental authority, water or sewer authority, school district, <br />drainage district or any other special taxing district. <br />5e Default. <br />5.1 In the event the County shall fail to perform any of its obligations hereunder, the Seller <br />shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to <br />the County at or prior to the Closing Date and thereupon neither the Seller nor any other person <br />2 <br />F:\Engineering\RonC\Word Docs\Byron Beatty agreement 2.doc <br />