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4.2.1 To the knowledge of Seller, there are no existing or pending special assessments <br />affecting the Property, which are or may be assessed by any governmental authority, <br />water or sewer authority, school district, drainage district or any other special taxing <br />district. <br />5. Default. <br />5.1 In the event the County shall fail to perform any of its obligations hereunder, the <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 <br />nor 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 <br />nor 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 <br />conditions 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 special warranty deed <br />conveying marketable title to the Property, free and clear of all liens and encumbrances, <br />other than the Permitted Exceptions, and in the condition required by paragraph 3. <br />(b) If Seller is obligated to discharge any monetary encumbrances at or prior to <br />Closing and fails to do so, County may use a portion of Purchase Price funds to satisfy <br />the encumbrances. <br />(c) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the <br />County an affidavit, in a form acceptable to the County, certifying that the Seller and any <br />interest holders are not subject to tax under the Foreign Investment and Real Property <br />Tax Act of 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 />(e) The Seller shall execute and deliver to County an assignment of leases.in effect at <br />the time of closing. Seller shall transfer to County all deposits and rents held in escrow at <br />closing. <br />Revisions as of 7/11/19 Page 13 <br />