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4. 1 Seller is indefeasibly seized of marketable, fee simple title to the Property, and is the sole <br /> owner of and has good right, title and authority to convey and transfer the Property, which is <br /> the 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 would <br /> impair or otherwise affect title to any portion of the Property, and shall record no documents <br /> 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 may <br /> be assessed by any governmental authority, water or sewer authority, school district, drainage <br /> 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 <br /> shall 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 <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 /> 6 . Closing. <br /> 6 . 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 warranty deed conveying <br /> marketable title to the Property, free and clear of all liens and encumbrances and in <br /> the condition required by 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 <br /> the same or 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 <br /> fails to do so, County may use a portion of Purchase Price funds to satisfy the <br /> encumbrances . <br /> (d) The Seller shall deliver to the County an affidavit, in form acceptable to the <br /> County, certifying that the Seller is not a non-resident alien or foreign entity, such that <br /> the Seller and such interest holders are not subject to tax under the Foreign <br /> 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 /> 2 <br /> F : \Engineering\Robert Webb\Iclarkpuragree .doc <br />