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

Creation of and Transfer of Assets to the West Chicago 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 West Chicago Trustee, not individually but in its representative capacity on behalf of the West Chicago Trust, on behalf of the Beneficiaries, all of Settlors’ right, title and interest in and to the West Chicago Trust Assets, including without limitation the West Chicago Owned Sites listed in Exhibit A to this Agreement. Settlors shall retain no ownership or other residual interest whatsoever with respect to the West Chicago Trust or any West Chicago Trust Assets, including without limitation, the West Chicago Owned Sites. The transfer of ownership by Tronox Worldwide LLC of the West Chicago 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, without limitation, 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 encumbrances that do not secure payment of monetary claims (such as easements or deed restrictions), and subject to the occupancy fees and permit fees set forth in Section 2.11; (iii) subject to any rights of the United States and the State of Illinois 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 Settlors and the West Chicago Trustee/Licensee before the Effective Date, 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 West Chicago Trust by and through the West Chicago Trustee/Licensee, not individually but solely in its representative capacity as West Chicago Trustee/Licensee. Settlors and Reorganized Tronox, as applicable, will 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 transfers. Settlors shall pay to the applicable tax authorities on or prior to the Effective Date all real property taxes to the West Chicago Owned Sites due for the period ending on the Effective Date. Settlors and the West Chicago Trust shall prorate the real property taxes accruing to or becoming a lien on the West Chicago Owned Sites during the calendar year 2010 (to the extent not already paid) and the calendar year of the Effective Date, and Settlors shall have paid to the West Chicago Trust their pro-rata share of such real property taxes on or before 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 West Chicago Trust shall be responsible for paying all real property taxes first coming due following the Effective Date relating to the West Chicago Owned Sites. Settlors shall execute, or cause to be executed on or before the Effective Date, and record, if necessary, all necessary releases of any liens or security interests held by any Settlors against the West Chicago Owned Sites. The West Chicago Trustee/Licensee, not individually but in its representative capacity on behalf of the West Chicago Trust, hereby accepts and agrees to hold the West Chicago Trust Assets in the West Chicago 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 West Chicago 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 West Chicago Trustee, not individually but in its representative capacity on behalf of the West Chicago Trust, on behalf of the Beneficiaries, all of Settlors’ right, title and interest in and to the West Chicago Trust Assets, including without limitation the West Chicago Owned Sites listed in Exhibit A to this Agreement. Settlors shall retain no ownership or other residual interest whatsoever with respect to the West Chicago Trust or any West Chicago Trust Assets, including without limitation, the West Chicago Owned Sites. The transfer of ownership by Tronox Worldwide LLC of the West Chicago 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, without limitation, 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 encumbrances that do not secure payment of monetary claims (such as easements or deed restrictions), and subject to the occupancy fees and permit fees set forth in Section 2.11; (iii) subject to any rights of the United States and the State of Illinois 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 Settlors and the West Chicago Trustee/Licensee before the Effective Date, 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 West Chicago Trust by and through the West Chicago Trustee/Licensee, not individually but solely in its representative capacity as West Chicago Trustee/Licensee. Settlors and Reorganized Tronox, as applicable, will 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 transfers. Settlors shall pay to the applicable tax authorities on or prior to the Effective Date all real property taxes to the West Chicago Owned Sites due for the period ending on the Effective Date. Settlors and the West Chicago Trust shall prorate the real property taxes accruing to or becoming a lien on the West Chicago Owned Sites during the calendar year 2010 (to the extent not already paid) and the calendar year of the Effective Date, and Settlors shall have paid to the West Chicago Trust their pro-rata share of such real property taxes on or before 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 West Chicago Trust shall be responsible for paying all real property taxes first coming due following the Effective Date relating to the West Chicago Owned Sites. Settlors shall execute, or cause to be executed on or before the Effective Date, and record, if necessary, all necessary releases of any liens or security interests held by any Settlors against the West Chicago Owned Sites. The West Chicago Trustee/Licensee, not individually but in its representative capacity on behalf of the West Chicago Trust, hereby accepts and agrees to hold the West Chicago Trust Assets in the West Chicago 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.