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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 shall <br /> 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 shall <br /> be entitled to : (i) terminate this Agreement by written notice delivered to the Seller at or prior to the <br /> Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain <br /> specific performance of the terms and conditions hereof; or (iii) waive the Seller' s default and <br /> proceed to Closing: <br /> 6. Closing. <br /> 6 . 1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take <br /> place within 45 days following the Effective Date of this Agreement. The parties agree that the <br /> Closing shall be as follows: <br /> (a) The Seller shall execute and deliver to the County a warranty deed conveying marketable title <br /> to the Property, free and clear of all liens and encumbrances and in the condition required by <br /> paragraph 3 . <br /> (b) The Seller shall have removed all of its personal property and equipment from the Property <br /> and Seller shall deliver possession of the Property to County vacant and in the same or better <br /> 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 to do so, <br /> County may use a portion of Purchase Price funds to satisfy the encumbrances. <br /> (d) The Seller shall deliver to the County an affidavit, in form acceptable to the County, <br /> certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such <br /> interest 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 instruments <br /> as may reasonably be required to close this transaction. <br /> 7 . Pro-rations . All taxes and special assessments which are a lien upon the property on or prior <br /> to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the <br /> Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending <br /> on December 31 , Seller shall pay all current real estate taxes and special assessments levied against <br /> the Property, prorated based on the "due date" of such taxes established by the taxing authority <br /> having jurisdiction over the Property. If the Closing Date occurs between January 1 and November <br /> 1 , the Seller shall, in accordance with Florida Statutes Section 196. 295 , pay an amount equal to the <br /> current real estate taxes and assessments, prorated to the Closing Date. <br /> 8 . 0 Miscellaneous. <br /> 8 . 1 Controlling Law_ This Agreement shall be construed and enforced in accordance with the <br /> laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in <br /> the Southern District of Florida for all federal court matters. <br /> 8 .2 Condemnation. In the event that all or any part of the Property shall be acquired or <br /> condemned for any public or quasi-public use or purpose, or if any acquisition or condemnation <br /> proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have <br /> the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, <br /> ,Ci2�m criig`-Robert l4 <br /> Ah 4.1, d . t-� capitol I +I d .rice 431J AiC land \� euis: Gni i .ir. cl I6? Ii ' -tainita R ,Purdnacc <br /> AL ,.cern r:LI fill 08' 1 (1-doe <br /> 2 <br />