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4 . Representations of the Seller. <br /> 4 . 1 Seller is indefeasibly seized of marketable , fee simple title to the Property, and is the <br /> sole owner of and has good right , title , and authority to convey and transfer the Property <br /> which is the subject matter of this Agreement, free and clear of all liens and <br /> encumbrances . <br /> 4 .2 From and after the Effective Date of this Agreement, Seller shall take no action <br /> which would impair or otherwise affect title to any portion of the Property, and shall record <br /> no documents in the Public Records which would affect title to the Property, without the <br /> prior written consent of the County . <br /> 4 . 3 There are no existing or pending special assessments affecting the Property, which <br /> are or may be assessed by any governmental authority, water or sewer authority, school <br /> district, drainage district or any other special taxing district. <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 priorto 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 priorto 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 60 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 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 /> - 2 - <br />