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DocuSign Envelope ID• F55D53B1-DD62-4BE2-ACAA-B75FA841FA3B <br />ORIGINAL <br />Seller shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice <br />delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor <br />any other person or party shall have any claim for specific performance, damages, or <br />otherwise against the County; or (ii) waive the County's default and 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 notice <br />delivered to the Seller 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 (ii) 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 />6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") <br />shall take place within 45 days following the execution of the contract by the Chairman of <br />the Board of County Commissioners. The parties agree that the Closing shall be as <br />follows: <br />pe.‘,14-4 <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 hens and -encumbrances and in the <br />condition required by paragraph 3. <br />(b) The Seller - _, _ e _ e. _e•_ e ee - -. --o - -- a , <br />-Property-and-Seller-shall deliver possession of the Property to County vacant and in the <br />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 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 close this transaction. <br />6.2 Taxes. All taxes and special assessments which area lien upon the property on or <br />prior to the Closing Date (except current taxes which are not yet due and payable) <br />shall be paid by the Seller. <br />7. Closing Costs; Expenses. County shall be responsible for preparation of all Closing <br />documents. <br />7.1 County shall pay the following expenses at Closing: <br />F•\Engineering\Menique Filipiak\Ventures Trust\IRC Purchase Contract Ventures Trust 03.01.16.doc <br />