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4 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property , and is the sole <br /> 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 prior written <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 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 deliver to the County a Trustee's Deed conveying <br /> marketable title to the Property, free and clear of all liens and encumbrances , except as <br /> otherwise provided herein , and in the condition required by paragraph 3 . <br /> (b) The Seller shall have removed all of its personal property and equipment from the <br /> Properties , (but specifically excluding the barn , the trees , the irrigation system and the pump <br /> system) , and Seller shall deliver possession of the Property to County in the same or better <br /> condition , but without obligation to re-grade the East property line) , that existed at the Effective <br /> 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 /> F.\Engineering\Robert Wcbb\so66thaveproject\74th ave 121h to 4M patrickshitardt74thave Purchase Contract.doc - 2 - <br />