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5 . 2 . From and after the Effective Date of this Agreement, Seller shall take no <br /> action which would impair title to any portion of the Property, and shall record no documents in <br /> the Public Records which would impair title to the Property, without the prior written consent of <br /> the County. <br /> 5 .3 . There are no existing or pending special assessments affecting the Property <br /> which are or may be assessed by any governmental authority, water or sewer authority, school <br /> district, drainage district or any other special taxing district. <br /> 6 . Default. <br /> 5 . 1 . In the event of a default by the County, the Seller shall be entitled, as its <br /> sole remedy hereunder, to terminate this Agreement, and neither the Seller nor any other person <br /> or party shall have any claim for specific performance, damages or otherwise against the County. <br /> 5 .2 . In the event the Seller shall fail to perform any of its obligations hereunder, <br /> the County shall be entitled as its sole remedy hereunder, to terminate this Agreement, and <br /> neither the County nor any other person or party shall have any claim for specific performance, <br /> damages or otherwise against the Seller. <br /> 7 . Closine. <br /> 7 . 1 The closing of the transaction contemplated herein ("Closing" and "Closing <br /> Date") shall take place within forty-five (45) days following the Effective Date of this <br /> Agreement. The parties agree that the Closing shall be as follows : <br /> a. The Seller shall execute and deliver to the County a special warranty <br /> deed conveying marketable title to the Property, free and clear of all liens and encumbrances and <br /> in the condition required by paragraph 3 . <br /> b . The Seller shall have removed all of its personal property and <br /> equipment from the Property and Seller shall deliver possession of the Property to County vacant <br /> and in the same or better condition that existed at the Effective Date hereof. <br /> C . The Seller shall deliver to the County an affidavit, in form acceptable <br /> to the County, certifying that the Seller is not a non-resident alien or foreign entity, such that the <br /> Seller and such interest holders are not subject to tax under the Foreign hivestment and Real <br /> Property Tax Act of 1980. <br /> d. The County shall deliver the frill Purchase Price by wire transfer or by <br /> cashier' s or certified check on a financial institution having an office in Indian River County. <br /> e. The Seller and the County shall each deliver to the other such other <br /> documents or instruments as may reasonably be required to close this transaction. <br /> 2 <br />