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a Property , which are or may be assessed by any governmental authority , water or sewer authority , school district , drainage district or any other special taxing district . 6 . Default , 6 . 1 In the event of a default by the Seller, the County shall be entitled , as its sole remedy hereunder, to terminate this Agreement . Neither the County nor any other person or party shall have any claim for specific performance , damages or otherwise against the Seller . 6 . 2 In the event of a default by the County , the Seller shall be entitled , as its sole remedy hereunder, to terminate this Agreement . Neither the Seller nor any other person or party shall have any claim for specific performance , damages or otherwise against the County . 7 , Closing . 7 . 1 The closing of the transaction contemplated herein ( " Closing " and " Closing Date " ) shall take place within 45 days following the Effective Date of this Agreement . 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 Parcel 213 , and execute and deliver to the County the described easement to Parcel 500 free and clear of all liens and encumbrances and in the condition required by paragraph 3 . ( b ) The Seller shall have removed all of its personal property and equipment from the Property and Seller shall deliver possession of Parcels 213 and 500 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 ) The Seller shall deliver to the County an affidavit , in form acceptable to the County , certifying that the Seller is not a non - resident alien or foreign entity , such that the Seller and such 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 instruments as may reasonably be required to Close this transaction . 8 . Prorations . All taxes and special assessments which are a lien upon the property on or prior to the Closing Date ( except current taxes which are not yet due and payable ) shall be paid by the Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31 , Seller shall pay all current 3