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sole owner of .and has; good right, title, and authority to convey and transfer the Property which is the subject matte_ r of this Agreement, free and clear of all liens and encumbrances. 4.2 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 Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written.consent of the .County. 4.3.1 There are no existing or pending special assessments -affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district -or any other special taxing district. 5.' . Default-. 5.1 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 writtennotice 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. 5.2 . 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: 6. . Closing. 6.1 The closing of.the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the execution of the contract by.the Chairman of the Board of County Commissioners.. The parties agree that the Closing'. shall be as follows: (a) The. Seller 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) 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. (c) If the Seller is a non-resident.alien,or foreign entity, Seller shall deliver to the County an affidavit, in a form acceptable t6the, County, certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. 3