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4. Representations of the Seller. 4.1 Seller is indefeasibly seized of marketable, fee simple title to the Prop owner of and has good right, title, and authority to convey and transfer the P1 subject matter of this Agreement, free and clear of all liens and encumbran 4.2 From and after the Effective Date of this Agreement, Seller shall take would impair or otherwise affect title to any portion of the Property, and documents in the Public Records which would affect title to the Property, withou consent of the County. 4.3 There are no existing or pending special assessments affecting the PropE may be assessed by any governmental authority, water or sewer authority, drainage district or any other special taxing district. 5. Contingency. The Seller acknowledges and agrees that this Agreeml contingent upon the County obtaining an Agreement to Purchase and Sell RE other parcels shown on Exhibit "B" attached hereto and incorporated by referen County fails to obtain an Agreement to Purchase and Sell Real Estate upon an, parcels shown on Exhibit "B" by December 31, 2005, then this Agreement shall I void and the County and the Seller shall be released from all obligations under 6. Default. 6.1 In the event the County shall fail to perform any of its obligations herE shall, at its sole option, be entitled to: (i) terminate this Agreement by written n the County at or prior to the Closing Date and thereupon neither the Seller nor or party shall have any claim for specific performance, damages, or other County; or (ii) waive the County's default and proceed to Closing. 6.2 In the event the Seller shall fail to perform any of its obligations hereu shall, at its sole option, be entitled to: (i) terminate this Agreement by written n the Seller at or prior to the Closing Date and thereupon neither the County nor or party shall have any claim for specific performance, damages or otherwise or (ii) obtain specific performance of the terms and conditions hereof; or (iii) v default and proceed to Closing: 7, Closing. 7.1 The closing of the transaction contemplated herein ("Closing" and "C take place within 60 days following the Effective Date of this Agreement. The the Closing shall be as follows: and is the sole .arty which is the io action which ;hall record no the prior written rty, which are or school district, ,.int is expressly al Estate for all me herein. If the ( of the required )ecome null and :his Agreement. der, the Seller me delivered to y other person �e against the ier, the County ice delivered to iy other person ainst the Seller; ive the Seller's ing Date") shall irties agree that (a) The Seller shall execute and deliver to the County a warranty deed conve ing marketable title to the Property, free and clear of all liens and encumbrances and in the cond tion required by paragraph 3. (b) The Seller shall have removed all of its personal property and equipment from the 2