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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 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. <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:%Public Works\Capital ProjectslBarber Street Rnlignment%MarondaHomes3228-07.doc <br />