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owner of and has good right , title , and authority to convey and transfer the Property , which is the <br /> subject matter of this Agreement , free and clear of all liens and encumbrances . <br /> 4 . 2 From and after the Effective Date of this Agreement , Seller shall take no action which <br /> would impair or otherwise affect title to any portion of the Property , and shall record <br /> no <br /> documents in the Public Records which would affect title to the Property, without the prior written <br /> consent of the County . <br /> 4 . 3 There are no existing or pending special assessments affecting the Property, which are or <br /> may be assessed by any governmental authority , water or sewer authority , school district , <br /> drainage district or any other special taxing district . <br /> 5 . Default . <br /> 5 . 1 In the event the County shall fail to perform any of its obligations hereunder, the Seller <br /> shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to <br /> the County at or prior to the Closing Date and thereupon neither the Seller nor any other person <br /> or party shall have any claim for specific performance , damages , or otherwise against the <br /> 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 County <br /> shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice delivered to <br /> the Seller at or prior to the Closing Date and thereupon neither the County nor any other person <br /> or party shall have any claim for specific performance , damages or otherwise against the Seller; <br /> or ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the Seller' s <br /> default and proceed to Closing : <br /> 6 . Closing . <br /> 6 . 1 The closing of the transaction contemplated herein ( "Closing " and " Closing Date" ) shall <br /> take place within 60 days following the Effective Date of this Agreement . The parties agree that <br /> the Closing shall be as follows : <br /> ( a ) The Seller shall execute and deliver to the County a warranty deed conveying marketable <br /> title to the Property, free and clear of all liens and encumbrances and in the condition required by <br /> paragraph 3 . <br /> ( b ) The Seller shall have removed all of its personal property and equipment from the <br /> Property and Seller shall deliver possession of the Property to County vacant and in the same or <br /> better condition that existed at the Effective Date hereof. <br /> (c ) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do <br /> so , County may use a portion of Purchase Price funds to satisfy the encumbrances . <br /> 2 <br /> 5/20/2004C :\Documents and Settings\Joe\Desktop\Coultas Agreement newest version . doc <br />