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County Commissioners at a formal meeting of such Board or by the County Administrator pursuant to his delegated authority. The execution of this Agreement by the County shall be evidence of such approval. 3. Title. Seller shall convey marketable title to the Property by special warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and covenants, restrictions and public utility easements of record ("Permitted Exceptions"). 3.1 County may order an Ownership and. Encumbrance Report or Title Insurance Commitment with respect to the Property. County shall within thirty (30) days following the Effective Date of this Agreement deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Seller cures the defects within five (5) days from receipt of notice from County of title defects ("Curative Period"). If the title defects are not cured within the Curative Period, County, as its sole remedy, shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Seller, to: (i) to terminate this Agreement, whereupon shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects without a reduction in the Purchase Price and proceed to Closing. 3.2 This agreement is contingent upon a "clean" Phase 1 Environmental Assessment of the Property for the County's intended use, which County shall receive within ninety (90) days following the Effective Date of this Agreement (the "Review Period"). The Seller shall permit access to the County (or its agent) for such testing and examination needed for the Phase 1 Assessment upon reasonable notice by the County; provided that County shall not perform any invasive testing at the Property without the prior written consent of Seller. At the conclusion of the Phase 1 Assessment, Property shall be returned by County to its original condition, ordinary wear and tear excepted. In the event the Phase is not acceptable to County, County has the right to terminate this Agreement prior to the end of the Review Period by written notice to Seller, whereupon this Agreement shall be of no further force and effect. 4. Representations of the Seller. Seller makes the following representations and warranties as of the date of this Agreement: 4.1 Seller is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title, and authority to convey and transfer the Property which is the subject matter of this Agreement, free and clear of all liens and encumbrances, other than the Permitted Exceptions. 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. Revisions as of 7/11/19 Page 12