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writing and proceed with this transaction with no reduction in the Purchase Price, in which event such <br /> waived title defects shall be deemed Permitted Exceptions hereunder; or (ii) terminate this Agreement in <br /> writing before five (5 ) days after receipt of such written notice from Seller not to cure the stated title <br /> defects , whereupon , the parties shall be relieved of all further liability under this Agreement . In the event <br /> County fails to timely and properly terminate this Agreement as set forth in subsection (ii) above, County <br /> shall be deemed to have selected subsection (i) above . If County has given Seller timely written notice of <br /> title defects and Seller elects to cure such title defects , Seller shall use its good faith diligent efforts to <br /> cause such title defect to be cured by the date of Closing, which may be extended for Sixty (60) days in <br /> order to allow Seller a reasonable amount of time to cure, using good faith diligent efforts . In the event <br /> that Seller is incapable of curing any title defects prior to the Closing Date, as same may be extended as <br /> set forth above, upon delivery of written notice to County notifying County that said title defect is <br /> incapable of being cured , County shall have the option of either: (i) closing and accepting the title "as is" , <br /> in which event such waived title defects shall be deemed Permitted Exceptions ; or (ii) terminating this <br /> Agreement upon written notice to Seller within five (5) days from the receipt of Seller' s notice, in which <br /> event the parties shall be released from all further obligations under this Agreement, except those <br /> obligations which expressly survive termination . In the event County fails to timely and properly <br /> terminate this Agreement as set forth in subsection (ii) above, County shall be deemed to have selected <br /> subsection (i) above <br /> Notwithstanding the foregoing, Seller shall be obligated to cure all mechanics ' liens, mortgages <br /> and any other items of ascertainable monetary amounts created or arising by, through or under Seller prior <br /> to Closing, and for these purposes , Seller may utilize all or a portion of the Purchase Price when paid at <br /> Closing to satisfy the same . <br /> 4 . Representations of the Seller. <br /> 4 . 1 Seller is indefeasibly seized of fee simple title to the Property , and is the sole owner of and has <br /> good right, title and authority to convey and transfer the Property , which is the subject matter of this <br /> Agreement, free and clear of all liens and encumbrances other than the Permitted Exceptions . <br /> 4 . 2 From and after the Effective Date of this Agreement, Seller shall take no action which would <br /> impair or otherwise affect title to any portion of the Property , and shall record no documents in the Public <br /> Records which would materially 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 be <br /> assessed by any governmental authority , water or sewer authority , school district, drainage district or any <br /> other special taxing district . <br /> 5 . ReRresentations of the County . County represents and warrants to Seller as of the Effective Date <br /> and as of the Closing that: (i ) County has full power and authority to enter into this Agreement and to <br /> comply with the terms of this Agreement ; (ii) the entering into this Agreement shall not constitute a <br /> violation or breach by County of any contract, agreement, understanding or instrument to which it is a <br /> party or by which County is subject and bound ; and will not result in the violation of any applicable law, <br /> order, rule or regulation of any governmental or quasi-governmental authority; ( iii) all requisite action has <br /> been taken to make this Agreement valid and binding on County in accordance with its terms ; and (iv) the <br /> party signing this Agreement on behalf of County is fully authorized to do so and County does not need <br /> any further consents , joinders or authorization from any governmental or private entity , corporation, <br /> partnership , individual or other entity to execute, deliver and perform its obligations under <br /> this <br /> 2 <br /> CADmunxms and SdtbrgrwerhslKilebnunU.ucal SeWiVATemporury hum>rr Fiks\OLKSOMS - Purclwse and Sell AEreenrem - Veru Busumss Park (VB Fenn) v2 ( 11 -« ) -08). <br />kx• <br />