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12 <br />proportionate value that Grantees', its successors' and assigns' interest in the Easement <br />Area bears to the value of the Property as a whole as of the date of the recording of this <br />Conservation Easement. "Pro~yeeds of Sale" shall mean the cash value of all money and <br />property paid, transferred or contributed in consideration for, or as otherwise required as a <br />condition to the sale, exchange or involuntary conversion of the Conservation Area, or any <br />damages otherwise awarded as a result of judicial proceeding, minus the Grantor's expenses <br />from such transaction or proceeding.. Grantee, its successors and assigns, shall use its share <br />of the proceeds of sale in a manner consistent with the conservation purposes set forth herein. <br />E. Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement <br />shall be construed to entitle Gratrtee to bring any action against Grantor for any injury or <br />change in the Easement Area ca~rsed by third parties, resulting from causes beyond the <br />Grantor's control, including, without limitation, fire, flood, storm, and. earth movement, or <br />from any prudent action taken in good faith by the Grantor under emergency conditions to <br />prevent, abate, or mitigate significant injury to life, damage to Easement Area or harm to the <br />Easement Area resulting from such causes. <br />F. Costs of Enforcement. Any costs incurred by Grantee in enforcing the terms of this <br />Conservation Easement against Grantor in the case where the Grantor is found in violation of <br />the terms of this Conservation E asement, including, without limitation, any costs of restoration <br />necessitated by Grantor's acts ~r omissions in violation of the terms of this Conservation <br />Easement, shall be borne by Grantor. <br />G. No Waiver. Enforceme~rt of this Conservation Easement shall be at the discretion of <br />the Grantee and any forbearance by Grantee to exercise its rights hereunder in the event of any <br />breach of any term set forth herein shall not be deemed or construed to be a waiver by Grantee <br />of such term or of any subsequent breach of the same or of any other term of this easement or <br />of Grantee's rights. No delay or omission by Grantee in exercise of any right or remedy shall <br />impair such right or remedy or be construed as a waiver. <br />ARTICLE V. DOCUMENTATION AND TITLE <br />A. Easement Area Condition. The parties acknowledge that the Easement Area is <br />undeveloped, with no improvements other than as described in Exhibit C and easements and <br />rights of way of record. <br />B. Title. The Grantor covenants and represents that the Grantor is the sole owner <br />and is seized of the Easement area in fee simple and has good right to grant and convey the <br />aforesaid Conservation Easement; that there is legal access to the Property and the Easement <br />Area, that the Easement Area is free and clear of any and all encumbrances, except easements <br />of record, none of which would nullify, impair or limit in any way the terms or effect of this <br />Conservation Easement; GrantDr shall defend its title against the claims of all persons <br />whomsoever, and Grantor covenants that the Grantee, its successors and assigns, shall have <br />the right to monitor and defend the terms of the aforesaid Conservation Easement. <br />12 <br />