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4.3 Reserved.
<br />5. Representations of the County.
<br />5.1 County hereby agrees the conveyance of the Property shall not violate any county subdivision
<br />law or create an illegal parcel -from the remainder of the property owned by Seller, and that in
<br />the event any governmental, municipal or other approval is required or necessary to
<br />effectuate the intent of this ` Agreement or any terms or provisions herein, such as the
<br />preparation, filing and approval of a lot line adjustment, subdivision application, plat, etc.,
<br />County shall prepare, file such necessary documents and obtain any and all required
<br />governmental approvals, at its sole cost and expense, and to the extent allowed by law,
<br />hereby agrees to indemnify, -save, hold harmless and to defend Grantor from any and all
<br />costs, expenses, and claims caused by or arising from the failure to do so. Obtaining any such
<br />required or necessary governmental, municipal or other approval is a condition precedent to
<br />the transaction described herein. Seller agrees to reasonably cooperate with County to obtain
<br />such approval, if necessary, provided that Seller shall not incur any expenses associated
<br />therewith.
<br />5.2 County further hereby agrees that it will insure Seller's continued and unobstructed
<br />access to its remaining property during and after County's construction of the road and
<br />improvements, which are to be constructed on the Property, and to restore Seller's
<br />property to its on' condition, including, but not limi
<br />rited to, all landscaping, curb and
<br />gutter, sidewalks and entrance drives.
<br />6. Default.
<br />6.1 In the event of a default by the County, the Seller shall be entitled, as its sole remedy
<br />hereunder, to terminate this Agreement and neither the Seller nor any other person or
<br />party shall have any claim for specific performance, damages or otherwise against the
<br />County.
<br />6.2 In the event the Seller shall fail to perform any of its obligations hereunder, the County
<br />shall be entitled to: (i) terminate this Agreement by written notice delivered to the Seller
<br />at or prior to the Closing Date, and pursue all remedies available hereunder and under
<br />applicable law; (ii) obtain specific performance of the terms and conditions hereof; or (iii)
<br />waive the Seller's default and proceed to Closing.
<br />7. Closing.
<br />7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall
<br />take place within 45 days following the Effective Date of this Agreement. The parties
<br />agree that the Closing shall be as follows:
<br />(a) The Seller shall execute and deliver to the County a quitclaim deed conveying
<br />Seller's interest in the Property.
<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
<br />in the same or better' condition that existed at the Effective Date hereof.
<br />(c) The Seller shall deliver to the County an affidavit, in form acceptable to the
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<br />4.3 Reserved.
<br />5. Representations of the County.
<br />5.1 County hereby agrees the conveyance of the Property shall not violate any county subdivision
<br />law or create an illegal parcel -from the remainder of the property owned by Seller, and that in
<br />the event any governmental, municipal or other approval is required or necessary to
<br />effectuate the intent of this ` Agreement or any terms or provisions herein, such as the
<br />preparation, filing and approval of a lot line adjustment, subdivision application, plat, etc.,
<br />County shall prepare, file such necessary documents and obtain any and all required
<br />governmental approvals, at its sole cost and expense, and to the extent allowed by law,
<br />hereby agrees to indemnify, -save, hold harmless and to defend Grantor from any and all
<br />costs, expenses, and claims caused by or arising from the failure to do so. Obtaining any such
<br />required or necessary governmental, municipal or other approval is a condition precedent to
<br />the transaction described herein. Seller agrees to reasonably cooperate with County to obtain
<br />such approval, if necessary, provided that Seller shall not incur any expenses associated
<br />therewith.
<br />5.2 County further hereby agrees that it will insure Seller's continued and unobstructed
<br />access to its remaining property during and after County's construction of the road and
<br />improvements, which are to be constructed on the Property, and to restore Seller's
<br />property to its on' condition, including, but not limi
<br />rited to, all landscaping, curb and
<br />gutter, sidewalks and entrance drives.
<br />6. Default.
<br />6.1 In the event of a default by the County, the Seller shall be entitled, as its sole remedy
<br />hereunder, to terminate this Agreement and neither the Seller nor any other person or
<br />party shall have any claim for specific performance, damages or otherwise against the
<br />County.
<br />6.2 In the event the Seller shall fail to perform any of its obligations hereunder, the County
<br />shall be entitled to: (i) terminate this Agreement by written notice delivered to the Seller
<br />at or prior to the Closing Date, and pursue all remedies available hereunder and under
<br />applicable law; (ii) obtain specific performance of the terms and conditions hereof; or (iii)
<br />waive the Seller's default and proceed to Closing.
<br />7. Closing.
<br />7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall
<br />take place within 45 days following the Effective Date of this Agreement. The parties
<br />agree that the Closing shall be as follows:
<br />(a) The Seller shall execute and deliver to the County a quitclaim deed conveying
<br />Seller's interest in the Property.
<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
<br />in the same or better' condition that existed at the Effective Date hereof.
<br />(c) The Seller shall deliver to the County an affidavit, in form acceptable to the
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