Common use of Creation of and Transfer of Assets to the Cimarron Trust Clause in Contracts

Creation of and Transfer of Assets to the Cimarron Trust. 2.1.1 Pursuant to the Settlement Agreement, the Parties hereby establish, on behalf of the Beneficiaries named herein, and Tronox Worldwide LLC hereby transfers, assigns, and delivers, by quitclaim deed and other appropriate instruments, to, the Cimarron Trust, on behalf of the Beneficiaries, all of Settlors’ right, title and interest in and to the Cimarron Trust Assets. Settlors shall retain no ownership or other residual interest whatsoever with respect to the Cimarron Trust, the Cimarron Site. The transfer of ownership by Tronox Worldwide LLC of the Cimarron Trust Assets shall be a transfer of all of the Settlors’ right, title and interests therein, and the transfer shall be (i) “as is” and “where is”, with no warranties of any nature; (ii) free and clear of all claims, liens, encumbrances and interests against the Settlors, including mechanics’ liens and other liens for the payments of monetary claims, such as property taxes, or other monetary claims asserted or that could have been asserted in the bankruptcy proceeding, but shall remain subject to any existing in rem claims that do not secure payment of monetary claims (such as easements or deed restrictions); (iii) subject to any rights of the United States and the State of Oklahoma under the Settlement Agreement; and (iv) accomplished by quitclaim deed and/or personal property bill of sale without warranty, with all such conveyance documents to be agreed to in form by the Debtors and the Cimarron Trustee, provided that in no event shall the conveyance include any warranty by the grantor by virtue of the grant document or statutory or common law or otherwise. Settlors and Reorganized Tronox hereby disclaim any and all express or implied representations or warranties, including any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of such assets or other property, and specifically disclaim any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to such assets or other property, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood that such assets are being acquired “as is, where is,” and in their condition as of the Effective Date. The grantee for each such deed and personal property bill of sale shall be the Cimarron Trust by and through Environmental Properties Management, LLC, not individually but solely in its representative capacity as Cimarron Trustee. Settlors and Reorganized Tronox, as applicable, will reasonably cooperate with the United States (including NRC), the State of Oklahoma (including ODEQ), and the Cimarron Trustee to deliver to the title company (which will record or cause to be recorded in the appropriate real property records) the transfer documents as soon as reasonably practicable, but not to exceed 30 days after the Effective Date. Settlors shall pay the recording costs to the title company related to the title transfer. Settlors shall pay to the applicable tax authorities on or prior to the Effective Date all real property taxes relating to the Cimarron Site due on or before the Effective Date. Settlors and the Cimarron Trust shall prorate the real property taxes accruing to or becoming a lien on the Cimarron Site during the calendar year of the Effective Date, and Settlors shall have paid to the Cimarron Trust their pro-rata share of such real property taxes as of the Effective Date. If the actual bills for such real property taxes have not been issued, then such proration shall be based on an amount equal to such real property taxes for the prior year or tax period, which shall constitute a final proration and not be subject to further adjustment. As of the Effective Date, the Cimarron Trust shall be responsible for paying all real property taxes first coming due following the Effective Date relating to the Cimarron Site. Settlors shall execute, or cause to be executed, and record, if necessary, all necessary releases of any liens or security interests held by any Settlors against the Cimarron Site. The Cimarron Trust hereby accepts and agrees to hold the Cimarron Trust Assets in the Cimarron Trust for the benefit of the Beneficiaries for the purposes described in Section 2.2 below, subject to the terms of the Settlement Agreement, this Agreement, and any applicable orders of the Court.

Creation of and Transfer of Assets to the Cimarron Trust. 2.1.1 Pursuant to the Settlement Agreement, the Parties hereby establish, on behalf of the Beneficiaries named herein, and Tronox Worldwide LLC hereby transfers, assigns, and delivers, by quitclaim deed and other appropriate instruments, to, the Cimarron Trust, on behalf of the Beneficiaries, all of Settlors’ right, title and interest in and to the Cimarron Trust Assets. Settlors shall retain no ownership or other residual interest whatsoever with respect to the Cimarron Trust, the Cimarron Site. The transfer of ownership by Tronox Worldwide LLC of the Cimarron Trust Assets shall be a transfer of all of the Settlors’ right, title and interests therein, and the transfer shall be (i) “as is” and “where is”, with no warranties of any nature; (ii) free and clear of all claims, liens, encumbrances and interests against the Settlors, including mechanics’ liens and other liens for the payments of monetary claims, such as property taxes, or other monetary claims asserted or that could have been asserted in the bankruptcy proceeding, but shall remain subject to any existing in rem claims that do not secure payment of monetary claims (such as easements or deed restrictions); (iii) subject to any rights of the United States and the State of Oklahoma under the Settlement Agreement; and (iv) accomplished by quitclaim deed and/or personal property bill xxxx of sale without warranty, with all such conveyance documents to be agreed to in form by the Debtors and the Cimarron Trustee, provided that in no event shall the conveyance include any warranty by the grantor by virtue of the grant document or statutory or common law or otherwise. Settlors and Reorganized Tronox hereby disclaim any and all express or implied representations or warranties, including any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of such assets or other property, and specifically disclaim any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to such assets or other property, any part thereof, the workmanship thereof, and the absence of any defects therein, whether latent or patent, it being understood that such assets are being acquired “as is, where is,” and in their condition as of the Effective Date. The grantee for each such deed and personal property bill xxxx of sale shall be the Cimarron Trust by and through Environmental Properties Management, LLC, not individually but solely in its representative capacity as Cimarron Trustee. Settlors and Reorganized Tronox, as applicable, will reasonably cooperate with the United States (including NRC), the State of Oklahoma (including ODEQ), and the Cimarron Trustee to deliver to the title company (which will record or cause to be recorded in the appropriate real property records) the transfer documents as soon as reasonably practicable, but not to exceed 30 days after the Effective Date. Settlors shall pay the recording costs to the title company related to the title transfer. Settlors shall pay to the applicable tax authorities on or prior to the Effective Date all real property taxes relating to the Cimarron Site due on or before the Effective Date. Settlors and the Cimarron Trust shall prorate the real property taxes accruing to or becoming a lien on the Cimarron Site during the calendar year of the Effective Date, and Settlors shall have paid to the Cimarron Trust their pro-rata share of such real property taxes as of the Effective Date. If the actual bills for such real property taxes have not been issued, then such proration shall be based on an amount equal to such real property taxes for the prior year or tax period, which shall constitute a final proration and not be subject to further adjustment. As of the Effective Date, the Cimarron Trust shall be responsible for paying all real property taxes first coming due following the Effective Date relating to the Cimarron Site. Settlors shall execute, or cause to be executed, and record, if necessary, all necessary releases of any liens or security interests held by any Settlors against the Cimarron Site. The Cimarron Trust hereby accepts and agrees to hold the Cimarron Trust Assets in the Cimarron Trust for the benefit of the Beneficiaries for the purposes described in Section 2.2 below, subject to the terms of the Settlement Agreement, this Agreement, and any applicable orders of the Court.