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ORIGINAL <br /> 5 . Default . <br /> 5 . 1 In the event the County shall fail to perform any of its obligations hereunder , the <br /> Seller shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice <br /> delivered to the County at or prior to the Closing Date and thereupon neither the Seller nor <br /> any other person or party shall have any claim for specific performance , damages , or <br /> otherwise against the 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 <br /> County shall , at its sole option , be entitled to : ( i ) terminate this Agreement by written notice <br /> delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor <br /> any other person or party shall have any claim for specific performance , damages or <br /> otherwise against the Seller; or ( ii ) obtain specific performance of the terms and conditions <br /> 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 the contract by the Chairman of <br /> the Board of County Commissioners . The parties agree that the Closing shall be as <br /> 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 the <br /> 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 the <br /> 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 fails <br /> to do 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 <br /> an affidavit , in a form acceptable to the County , certifying that the Seller and any interest <br /> holders are not subject to tax under the Foreign Investment and Real Property Tax Act of <br /> 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 Taxes . All taxes and special assessments which are a lien upon the property on or <br /> prior to the Closing Date ( except current taxes which are not yet due and payable ) <br /> shall be paid by the Seller. <br /> 7 . Closing Costs ; Expenses . County shall be responsible for preparation of all Closing <br /> documents . <br /> 3 <br />