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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 <br /> Public Records which would affect title to the Property, without the prior written consent of the <br /> County. <br /> 4.3 To the best of Seller' s actual knowledge there are no existing or pending special assessments <br /> affecting the Property, which are or may he assessed by any governmental authority, water or sewer <br /> authority, school district, drainage district or any other special taxing district. <br /> 5. Default. <br /> 5 . 1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall, at <br /> its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the County at <br /> or prior to the Closing Date and thereupon neither the Seller nor any other person or parry shall have <br /> any claim for specific performance, damages, or otherwise against the County; or (ii) waive the <br /> County's default and proceed to Closing. <br /> 5 .2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall, at <br /> its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the Seller at <br /> or prior to the Closing Date and thereupon neither the County nor any other person or party shall have <br /> any claim for specific performance, damages or otherwise against the Seller; or (ii) obtain specific <br /> performance of the terms and conditions hereof; or (iii) waive the Seller's default and proceed to <br /> Closing: <br /> 6. Closin¢. <br /> 6. 1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take <br /> place within fifteen ( 15) days following the Effective Date of this Agreement. The parties agree that <br /> the Closing shall be as follows: <br /> (a) The Seller shall execute and deliver to the County a warranty deed conveying marketable title <br /> to the Property, free and clear of all liens and encumbrances and in the condition required by <br /> paragraph 3 . <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 /> FAEngineering\Robert WebbUsloVenhue11c43davePurchase Cmhact.doc <br /> 2 <br />