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County. <br /> 4 . 3 There are no existing or pending special assessments affecting the Property, which are or may <br /> be assessed by any governmental authority, water or sewer authority, school district, drainage district <br /> or any other special taxing district. <br /> 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 /> 15 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 /> F:\Engineering\Robert Webb\43rd ave .capital\43rd Ave\43rd Ave Land Acquisition\Parcel 146—Redstone Paul C and Joyce <br /> M\Purchase Agreemenl.Redstone. 08 .24 .07.doc <br /> 2 <br />