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transfer the Property , which is the subject matter of this Agreement , free and <br /> clear of all liens and encumbrances . <br /> 5 . 2 From and after the Effective Date of this Agreement , Seller shall take no <br /> action which would impair or otherwise affect title to any portion of the Property , <br /> and shall record no documents in the Public Records which would affect title to <br /> the Property , without the prior written consent of the County . <br /> 5 . 3 There are no existing or pending special assessments affecting the <br /> Property , which are or may be assessed by any governmental authority , water or <br /> sewer authority , school district , drainage district or any other special taxing <br /> district . <br /> 6 . Default . <br /> 6 . 1 In the event of a default by the Seller , the County shall be entitled , as its <br /> sole remedy hereunder , to terminate this Agreement . Neither the County nor any <br /> other person or party shall have any claim for specific performance , damages or <br /> otherwise against the Seller . <br /> 6 . 2 In the event of a default by the County , the Seller shall be entitled , as its <br /> sole remedy hereunder , to terminate this Agreement . Neither the Seller nor any <br /> other person or party shall have any claim for specific performance , damages or <br /> otherwise against the County . <br /> 7 . Closing . <br /> 7 . 1 The closing of the transaction contemplated herein (" Closing " and " Closing <br /> Date " ) shall take place within 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 warranty deed <br /> conveying marketable title to Parcels 118 , 119 , 302 and 303 , and execute <br /> and deliver to the County the described easement to Parcel 406 free and <br /> clear of all liens and encumbrances and in the condition required by <br /> paragraphs 3 and 4 respectively . <br /> ( b) The Seller shall have removed all of its personal property and <br /> equipment from the Property and Seller shall deliver possession of <br /> Parcels 1187 119 , 302 , 303 and 406 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 <br /> Closing and fails to do so , County may use a portion of Purchase Price <br /> funds to satisfy the encumbrances . <br /> (d ) The Seller shall deliver to the County an affidavit , in form <br /> acceptable to the County , certifying that the Seller is not a non - resident <br /> alien or foreign entity , such that the Seller and such interest holders are <br /> 3 <br />