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5 . Default, <br /> 5 . 1 In the event the COUNTY shall fail to perform any of its obligations hereunder, <br /> the SELLER shall , at its sole option , be entitled to : ( i ) terminate this Agreement by <br /> written notice delivered to the COUNTY at or prior to the Closing Date and thereupon <br /> neither the SELLER nor any other person or party shall have any claim for specific <br /> performance , damages , or otherwise against the COUNTY; or ( ii ) waive the COUNTY' s <br /> default and proceed to Closing . <br /> 5 . 2 In the event the SELLER shall fail to perform any of its obligations hereunder, the <br /> COUNTY shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written <br /> notice delivered to the SELLER at or prior to the Closing Date and thereupon neither the <br /> COUNTY nor any other person or party shall have any claim for specific performance , <br /> damages or otherwise against the SELLER ; or ( ii ) obtain specific performance of the <br /> terms and conditions hereof; or ( iii ) 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" ) <br /> shall take place within 45 days following the execution of this contract . 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 <br /> conveying marketable title to the Property , free and clear of all liens and encumbrances <br /> and in the condition required by paragraph 3 . <br /> ( b ) The SELLER shall have removed all of its personal property and equipment from <br /> the Property and SELLER shall deliver possession of the Property to COUNTY vacant <br /> and in 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 ) If the SELLER is a non-resident alien or foreign entity, SELLER shall deliver to <br /> the COUNTY an affidavit , in a form acceptable to the COUNTY , certifying that the <br /> SELLER and any interest holders are not subject to tax under the Foreign Investment <br /> and Real Property Tax Act of 1980 . <br /> (e ) The SELLER and the COUNTY shall each deliver to the other such other <br /> documents or instruments as may reasonably be required to Close this transaction . <br /> 6 . 2 Taxes . All taxes and special assessments which are a lien upon the property on <br /> or prior to the Closing Date ( except current taxes which are not yet due and payable ) <br /> shall be paid by the SELLER . <br /> Page 3 of 7 <br />