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(b) The Seller shall have removed all of its personal property and equipment from the Property and Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Seller is obligated to discharge any encumbrances at or prior to Closing and fails to do so , County may use a portion of Purchase Price funds to satisfy the encumbrances . (d) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County an affidavit, in a form acceptable to the County, certifying that the Seller and any interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) 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 . 6 . 2 Taxes. All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller. 7 . Closing Costs : Expenses. County shall be responsible for preparation of all Closing documents . 7. 1 County shall pay the following expenses at Closing : 7 . 1 . 1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 7. 1 .2 Documentary Stamps required to be affixed to the warranty deed . 7. 1 . 3 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 7. 2 Seller shall pay the following expenses at or prior to Closing : 7 . 2 . 1 All costs necessaryto cure title defect(s) or encumbrances, otherthan the Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or encumbrances upon the Property. 8 . Miscellaneous . 8. 1 Controlling Law. 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. 8 .2 Condemnation . In the event that all or any part of the Property shall be acquired or condemned for any public or quasi-public use or purpose , or if any acquisition or condemnation r ,., pd".. 1IIL ( II.Ilk .kLIICC IH.m_PurcJI aIC 11aId LIIC� � If 11 ' ILIlhuclrt < nr.it iPui . I I I,i_i ,ub .i r I I c k R lw. ,-doind, •y - 3 -