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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 priorwritten <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 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 party shall <br /> have any claim for specific performance , damages or otherwise against the County . <br /> 5 . 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 at or <br /> prior to the Closing Date , and pursue all remedies available hereunder and under applicable law; <br /> ( 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 /> (d ) If the Seller is a non - resident alien or foreign entity , Seller shall deliver to the County an <br /> affidavit , in a form acceptable to the County , certifying that the Seller and any interest holders <br /> are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980 . <br /> (e ) 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 /> 6 . 2 Prorations . All taxes and special assessments which are a lien upon the property on or <br /> FAPublic Works\Capital Projects\Misc.Agreements\Cata.BarberSt.3-23-04.doc 2 <br />