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4 . Representations of the Seller. 4 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property , and is the sole owner of and has good right , title , and authority to convey and transfer the Property which is the subject matter of this Agreement , free and clear of all liens and encumbrances . 4 . 2 From and after the Effective Date of this Agreement , Seller shall take no action which would impair or otherwise affect title to any portion of the Property , and shall record no documents in the Public Records which would affect title to the Property , without the prior written consent of the County . 4 . 3 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority , water or sewer authority , school district , drainage district or any other special taxing district . 5 . Default , 5 . 1 In the event the County shall fail to perform any of its obligations hereunder , the Seller shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance , damages , or otherwise against the County ; or ( ii ) waive the County' s default and proceed to Closing . 5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance , damages or otherwise against the Seller; or ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the Seller' s default and proceed to Closing : 6 , Closing . 6 . 1 The closing of the transaction contemplated herein (" Closing " and " Closing Date ") shall take place February 02 , 2009 with funds being deposited in an interest bearing escrow account on the effective date of approval of this agreement by the Indian River Board of County Commissioners . The parties agree that the Closing shall be as follows : ( a ) The Seller shall execute and deliver to the County a warranty deed conveying marketable title to the Property , free and clear of all liens and encumbrances and in the condition required by paragraph 3 on the date of closing . Seller shall grant to Indian River County a temporary construction easement over the real property described in Exhibit "A" on the effective date of the approval of the purchase agreement . This will allow Indian River County to proceed with the road improvement project for 74th Avenue . ( b) The Seller shall have removed all of its personal property and equipment from the Property and Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. FAEngineering\Robert Webb\74th ave 12th to 4th\D.Beaty Purchase Contract092408 . doc - 2 .