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5. Default. 5.1 In the event the County shall fail to perform any of its obligations hereunder, Lockwood shall have the right to seek specific performance. In such event, the prevailing party shall be entitled to attorney's fees and costs, including on appeal. This paragraph shall survive closing. 5.2 In the event Lockwood 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 Lockwood 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 Lockwood; or (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive Lockwood'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 30 days following the execution of the contract by the Chairman of the Board of County Commissioners. With the written consent of Lockwood, 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) Lockwood 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) Lockwood shall have removed all of its personal property and equipment from the Property and Lockwood 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 Lockwood is a non-resident alien or foreign entity, it shall deliver to the County an affidavit, in a form acceptable to the County, certifying that Lockwood and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (d) Lockwood and the County shall -each deliver to the other such other documents or instruments as may reasonably be required to close this transaction. 6.2 Taxes. 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 Lockwood. P180