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cure the defects within the Curative Period and if the title defects are not cured within the <br /> Curative Period , County shall have thirty ( 30 ) days from the end of the Curative Period to elect , <br /> by written notice to Seller , to : ( i ) to terminate this Agreement , whereupon shall be of no further <br /> force and effect , or ( ii ) extend the Curative Period for up to an additional 90 days , or ( iii ) accept <br /> title subject to existing defects and proceed to closing . <br /> 4 . Representations of the Seiler . <br /> 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 Seiler 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 editions 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 /> F :\Public Works\Capital Projects\Misc.Agreements\MNeontractsVeroChrisChurchOsloRd2-3 -05 . doc <br />