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5.2 In the event the Seller shall fail to perform any of its obligations hereunder, the <br /> County shall , at its sole option , be entitled to: (i) terminate this Agreement by written notice <br /> delivered to the Seiler at or prior to the Closing Date and thereupon neither the County nor <br /> any other person or party shall have any claim for specific performance, damages or <br /> otherwise against the Seller, or (11) obtain specific performance of the terms and conditions <br /> hereof, or (iii) waive the Seller's default and proceed to Closing. <br /> 6 . Closing. <br /> . 1 The dosing of the transaction contemplated herein rClosing" and "Closing Date") <br /> shall take place within 15 days following the execution of the contract by the Chairman of <br /> the Board of County Commissioners . With the written consent of the Sellers, the County or <br /> its agent shall be responsible for obtaining any partial releases or satisfactions of <br /> encumbrances on the Property. The closing date shall automatically be extended by a <br /> period of 30 days if the delay in closing is attributable to obtaining partial satisfaction and <br /> release of mortgage(s) encumbering the Property so long as the County is acting in good <br /> faith with the holder of the encumbrance to partially release or satisfy the encumbrance. <br /> The parties agree that the Closing shall be as follows. <br /> (a) The Seller shall execute and deliver to the County a Pergonal Representatives deed <br /> conveying marketable title to the Property, free and clear of all liens and encumbrances <br /> and in the condition required by paragraph 3. <br /> (same <br /> b) The Seller shall have removed all of their personal property and equipment from the <br /> Property and Seiler shall deliver possession of the Property to County vacant and in the <br /> or 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 <br /> to do so, County may use a portion of Purchase Price funds to satisfy the encumbrances. <br /> (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County <br /> an affidavit, in a form acceptable to the County, certifying that the Seller and any interest <br /> holders are not subject to tax under the Foreign Investment and Real Property Tax Act of <br /> 1980. <br /> (e) The Seller and the County shall each deliver to the other such other documents or <br /> instruments as may reasonably be required to dose this transaction . <br /> 6.2 Taxes. All taxes and special assessments which are a lien upon the property on or <br /> prior to the Closing Date (except current taxes which are not yet due and payable) shall be <br /> paid by the Seller. <br /> 7. Closing Costs: Expenses. County or its agent shall be responsible for preparation of <br /> all Closing documents. <br /> 3 <br /> I <br />