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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 /> (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) 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 /> (c) 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 /> (d) 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 are a 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. Personal Property. <br /> 7.1 The Seller shall have removed all of its personal property, equipment and trash from <br /> the Property. The 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 /> 7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to <br /> County, if applicable. <br /> 8. Closing Costs; Expenses. County shall be responsible for preparation of all Closing <br /> documents. <br /> 3 <br />