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district , drainage district or any other special taxing district. 5 . Default. 5 . 1 In the event the County shall fail to perform any of its obligations hereunder, the Seller shall , at its sole option , be entitled to : ( i) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor any other person or party shall have any claim for specific performance , damages, or otherwise against the County; or (ii) waive the County's default and proceed to Closing . 5 . 2 . In the event the Seller shall fail to perform any of its obligations hereunder, the County shall , at its sole option , be entitled to : ( i) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance , damages or otherwise against the Seller; or (ii) obtain specific performance of the terms and conditions hereof; or (iii ) waive the Seller' s default and proceed to Closing : 6 . Closing . 6 . 1 The closing of the transaction contemplated herein ("Closing " and "Closing Date") shall take place within 45 days following the execution of the contract by the Chairman of the Board of County Commissioners . With the written consent of the Sellers , the County or its agent shall be responsible for obtaining any partial releases or satisfactions of encumbrances on the Property. The closing date shall automatically be extended by a period of 30 days if the delay in closing is attributable to obtaining partial satisfaction and release of mortgage (s) encumbering the Property so long as the County is acting in good faith with the holder of the encumbrance to partially release or satisfy the encumbrance . The parties agree that the Closing shall be as follows : (a) The Seller shall execute and deliver to the County a warranty deed conveying marketable title to the Property, free and clear of all liens and encumbrances and in the condition required by paragraph 3 . (b) The Seller shall have removed all of their personal property and equipment from the Property and Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so , County may use a portion of Purchase Price funds to satisfy the encumbrances. (d ) If the Seller is a non- resident alien or foreign entity , Seller shall deliver to the County an affidavit, in a form acceptable to the County, certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . (e) The Seller and the County shall each deliver to the other such other documents or 3 7