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r encumbrances. 5.2 From and after the Effective Date of this Agreement, Seller shall take no action which would impair or otherwise affect title to any portion of the Utility Easement ,and shall record no documents in the Public Records which would affect title to the Utility Easement, without the prior written consent of the County. 5.3 There are no existing or pending special assessments affecting the utility easement, 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. Representations of the Countv. County and Seller acknowledge that during the course of .construction of their building and excavating this easement that there may be additional utilities or users of this easement. Seller acknowledges that County is paying full value for an exclusive easement and as a result, shall receive an exclusive easement from Sellers. As it has paid full market price for this easement, and not a proportional share, County retains the sole right to contact any and all additional users of this easement in order to collect a fee. for use of the County's exclusive easement in order to defray the costs of this easement to the County. Seller may not, gArant any other entities easement rights in the utility easement that is the subject of this Agreement. 7. Default. 7.1 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... 7.2 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: 8. Closing. 8.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days of the Effective Date of this agreement. The parties agree that the Closing shall be as follows: (a) 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. (b) -The Seller shall execute and deliver to the County a perpetual, exclusive Utility