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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, withoutthe 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 priorto 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 prior to 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 (ii ) obtain specific performance of the terms and conditions hereof; or (iii ) waive the Seller's <br /> default and proceed to Closing : <br /> 6 . Closing . <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 deliverto 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 Propertyto County vacant and in the same or <br /> better 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 <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 /> (e) The Seller and the County shall each deliver to the other such other documents or <br /> instruments as may reasonably be required to Close this transaction . <br /> F:1Public Works\Capitai Projects\Oslo Road\Os1oRd ROW Agreemen&,DotC9- 12-06.doc 2 <br />