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owner of and has good right , title , and authority to convey and transfer the Property which is the <br /> subject matter of this Agreement, free and clear of all liens and encumbrances . <br /> 4 . 2 From and after the Effective Date of this Agreement , Seller shall take no action which <br /> would impair or otherwise affect title to any portion of the Property , and shall record no <br /> documents in the Public Records which would affect title to the Property, without the priorwritten <br /> consent of the County. <br /> 4 . 3 There are no existing or pending special assessments affecting the Property, which are or <br /> may be assessed by any governmental authority , water or sewer authority, school district, <br /> 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 <br /> shall , at its sole option , be entitled to: ( i ) terminate this Agreement by written notice delivered to <br /> the County at or prior to the Closing Date and thereupon neither the Seller nor any other person <br /> or party shall have any claim for specific performance , damages , or otherwise against the <br /> County; or ( ii ) waive the 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 <br /> shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to <br /> the Seller at or priorto the Closing Date and thereupon neither the County nor any other person <br /> or party shall have any claim for specific performance , damages or otherwise against the Seller; <br /> or f; or (iii ) waive the Seller' s <br /> default and proceed to Closing : r, MAI <br /> 58.6 . <br /> 6 . Closing . 1�ffLU) <br /> 6 . 1 The closing of the transaction contemplated herein ("Closing " and "Closing Date") shall <br /> take place within 60 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 <br /> title 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 <br /> Property and Seller shall deliver possession of the Property to County vacant and in the same or <br /> better condition that existed at the Effective Date hereof. It is understood and agreed <br /> that the building located on the parehtPproperty does not encumber the <br /> 21 ft . herein described . T S &OOJ44A/ ,06L.f <br /> (c ) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do <br /> so , 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 <br /> are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . <br /> 520/2004F:\Public Works\Capital Projects\Oslo Road\OsIORdAgreements\B 2Groves&PSchwey4-25-06.doc <br /> 2 of 8 pgs • �( SS, „ W4tAl <br />