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impair or otherwise affect title to any portion of the Property,and shall record no documents in the <br /> Public Records which would affect title to the Property, without the prior written consent of the <br /> County. <br /> 4.3 There are no existing or pending special assessments affecting the Property,which are or may <br /> be assessed by any governmental authority,water or sewer authority,school district,drainage district <br /> or any other special taxing district. <br /> 5. Default. <br /> 5.1 In the event of a default by the County, the Seller shall be entitled, as its sole remedy <br /> hereunder, to terminate this Agreement. and neither the Seller nor any other person or party shall <br /> have any claim for specific performance, damages or otherwise against the County. <br /> 5.2 In the event the Seller shall fail to perform any of its obligations hereunder,the County shall <br /> be entitled to: (i)terminate this Agreement by written notice delivered to the Seller at or prior to the <br /> Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain <br /> specific performance of the terms and conditions hereof; or (iii) waive the Seller's default and <br /> proceed to Closing: <br /> 6. Closing. <br /> 6.1 The closing of the transaction contemplated herein("Closing"and"Closing Date's shall take <br /> place within 45 days following the Effective Date of this Agreement. The parties agree that the <br /> Closing shall be as follows: <br /> (a) The Seller shall execute and deliver to the County a warranty deed conveying marketable <br /> title to the Property, free and clear of all liens and encumbrances and in the condition required by <br /> paragraph 3. County shall provide the required Statutory Warranty Deed and Closing Statement. <br /> (b) The Seller shall have removed all of its personal property and equipment from the Property <br /> and Seller shall deliver possession of the Property to County vacant and in the same or better <br /> condition that existed at the Effective Date hereof. <br /> (c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so, <br /> County may use a portion of Purchase Price funds to satisfy the encumbrances. <br /> (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County an <br /> affidavit,in a form acceptable to the County,certifying that the Seller and any interest holders are not <br /> subject to tax under the Foreign Investment and Real Property Tax Act of 1980. <br /> (e) The Seller and the County shall each deliver to the other such other documents or instruments <br /> as may reasonably be required to Close this transaction. <br /> 7. Proration. All taxes and special assessments which are a lien upon the property on or prior <br /> to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the <br /> Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending <br /> on December 31, Seller shall pay all current real estate taxes and special assessments levied against <br /> the Property, prorated based on the "due date" of such taxes established by the taxing authority <br /> having jurisdiction over the Property. If the Closing Date occurs between January 1 and November <br /> 1,the Seller shall, in accordance with Florida Statutes Section 196.295,pay an amount equal to the <br /> current real estate taxes and assessments,prorated to the Closing Date. <br /> Standard Agreement—Indian River County and Lucinda W.Eddy 2 <br />