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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 <br /> 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 . Contingency . The Seller acknowledges and agrees that this Agreement is expressly <br /> contingent upon the County obtaining an Agreement to Purchase and Sell Real Estate for all <br /> other parcels shown on Exhibit " B " attached hereto and incorporated by reference herein . If the <br /> County fails to obtain an Agreement to Purchase and Sell Real Estate upon any of the required <br /> parcels shown on Exhibit " B " by December 31 , 2005 , then this Agreement shall become null and <br /> void and the County and the Seller shall be released from all obligations under this Agreement . <br /> 6 , Default . <br /> 6 . 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 /> 6 . 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 /> 7 , Closing . <br /> 7 . 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 /> 2 <br />