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(d) See Addendum No. 1 attached hereto and made a part of this Agreement. Additional compensation has been included in the purchase price of the Agreement between County and Byron H. Beatty, Item 2, Page 1. Addendum No. 1 has been attached to both Agreements, but its terms and conditions will only be applied once, wherever, applicable. 3. Title. Seller shall convey marketable title to the ROW Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and 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 County's intended use and development of the ROW Property ("Permitted Exceptions"). 3.1 County may order an Ownership and Encumbrance Report with respect to the Property. County shall, within thirty (30) days following receipt of the Ownership, and Encumbrance Report, deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Seller cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, County shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Seller, to: (i) to terminate this Agreement, whereupon 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. 4. Representations of the Seller. 4,1 Seller is indefeasibly seized of marketable, fee simple title to the ROW Property, and is the sole owner of and has good right, title, and authority to convey and transfer the ROW Property, which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 4.2 From and after the Effective Date of this Agreement. Seller shall take no action which would impair or otherwise affect title to any portion of the ROW Property, and shall record no documents in the Public Records which would affect title to the ROW Property, without the prior written consent of the County. 4.3 There are no existing or pending special assessments affecting the ROW 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. 5. Default. 5.1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person 2 FAEngineering\RonC\Word Docs\Colene and byron agmt.docl/18/05