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Agreement, and to consummate the transactions contemplated hereby other than the Board of County Commissioners as set forth in Section 10. 8 of this Agreement. 6. As -Is Sale, County acknowledges that, except for the express representations , warranties and covenants made by Seller hereunder, County is fully relying on its (or its representatives ' ) inspections of the Property and not upon any statements (oral or written) which may have been made or may be made by Seller or any of its representatives . County acknowledges that County has or will have ( or its representatives have or will have) thoroughly inspected and examined the Property to the extent deemed necessary by County to enable County to evaluate the condition of the Property and all other aspects of the Property (including the environmental condition of the Property, compliance or non-compliance of the Property with all legal requirements) . As a material part of the consideration for this Agreement and the purchase, County hereby agrees to accept the Property on the Closing Date in its "As Is", condition , with all faults , and without representations and warranties of any kind, express or implied, or arising by operation of law, except only (i) the title and ownership representations and warranties expressly set forth in the conveyance deed , and (ii ) the representations , warranties and covenants of Seller expressly set forth in this Agreement and in any documents executed by Seller in connection with this Agreement . The provisions of this section shall survive Closing. 7 . Default . In the event that either party fails to perform any of its obligations hereunder, the non -breaching party shall be entitled to : (i ) terminate this Agreement by written notice delivered to the non -performing party at or prior to the Closing Date , and pursue all remedies available hereunder and under applicable law ; (ii ) obtain specific performance of the terms and conditions hereof; or (iii ) waive the default and proceed to Closing . 8 , Closing. The closing of the transaction contemplated herein ("Closing" ; or sometime referred to hereinafter as the "Closing Date") shall take place within 45 days after the Effective Date of this Agreement unless the parties are undertaking curative title actions pursuant to 3 .2 above . The parties agree that at Closing : (i) The Seller shall execute and deliver to the County the Deed , subject only to the Permitted Exceptions . (ii) The Seller shall deliver to the County an affidavit , in form acceptable to the County, certifying that the Seller is not a non-resident alien or foreign entity , such that the Seller and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (iii) The Seller and the County shall each deliver to the other such other documents or instruments as may reasonably be required to close this transaction, including without limitations , authorizing resolutions , closing statements , etc . 9 . Prorations . Real estate taxes and assessments for the Property shall be prorated as of the date of Closing . In the event the taxes and/or assessments for the year of Closing are unknown, the tax proration will be based upon the taxes and assessments for the prior year. . 10 . Miscellaneous . 10 . 1 Controlling This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters , and in the Southern District of Florida for all federal court matters . 10 . 2 Waiver of Jury Trial . Seller and County agree to waive the right to a jury trial should any dispute 3 C:IDocunten[r: mil Seuioyslseth.abeitehnun�lwmul 5mtingc�Tempo,vry Intentet Hes\OLKRMSS - Pun:lww and Sell A4rantcnt - Vem Bucitmm Pwk (VB Font) Y2 ( I I -21 .O9WN