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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: 67 Closing. 6.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 60 days following the effective date of this. 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 ROW Property, free and clear of all liens and encumbrances and in the condition required by paragraph 3. (b) The Seller shall have removed all of its personal property and equipment from the ROW Property and Seller shall deliver possession of the ROW Property to County vacant and in the same or better condition that existed at the Effective Date hereof. Exception: The County or its Contractor will remove the small frame "house" located within the future right-of-way at the "barn" property located north of 12`h Street. (c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do Qn Col inty may use a portion of Purchase Price funds to satisfy the encumbrances, (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County an affidavit, in a form acceptable to the 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. (e) The Seller 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 Prorations. All taxes and special assessments which are a lien upon the ROW Property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, Seller shall pay all current real estate taxes and special assessments levied against the ROW Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the ROW Property. If the Closing Date occurs between January 1 and November 1, the Seller shall, in accordance with Florida Statutes section 196.295, pay an amount equal to the current real estate taxes and assessments, prorated to the Closing Date, 3 F:\Engineering\RonC\Word Docs\Colene and byron agmt.docl/ 18/05