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5. Default. <br />5.1 In the event the County shall fail to perform any of its obligations hereunder, the <br />Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written <br />notice delivered to the County at or prior to the Closing Date and thereupon neither the <br />Seller nor any other person or party shall have any claim for specific performance, <br />damages, or otherwise against the County; or (ii) waive the County's default and <br />proceed to Closing. <br />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 <br />notice delivered to the Seller at or prior to the Closing Date and thereupon neither the <br />County nor any other person or party shall have any claim for specific performance, <br />damages or otherwise against the Seller; or (ii) obtain specific performance of the terms <br />and conditions hereof; or (iii) waive the Seller's default and proceed to Closing: <br />6. Closing. <br />6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") <br />shall take place within 45 days following the execution of this contract. The parties <br />agree that the Closing shall be as follows: <br />(a) The Seller shall execute and deliver to the County a warranty deed conveying <br />marketable title to the Property, free and clear of all liens and encumbrances and in the <br />condition required by paragraph 3. <br />(b) The Seller shall have removed all of its personal property and equipment from <br />the Property and Seller shall deliver possession of the Property to County vacant and in <br />the same 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 <br />fails to do so, County may use a portion of Purchase Price funds to satisfy the <br />encumbrances. <br />(d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the <br />County an affidavit, in a form acceptable to the County, certifying that the Seller and any <br />interest holders are not subject to tax under the Foreign Investment and Real Property <br />Tax Act of 1980. <br />(e) The Seller and the County shall each deliver to the other such other documents <br />or instruments as may reasonably be required to Close this transaction. <br />6.2 Taxes. All taxes and special assessments which are a lien upon the property on <br />or prior to the Closing Date (except current taxes which are not yet due and payable) <br />shall be paid by the Seller. <br />Page 3 of 7 <br />