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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. Indian River County will provide all closing <br /> documents for this transaction and will record the documents at no cost. All closing costs will be <br /> paid by Indian River County. <br /> 8 , 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 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract <br /> is entered by SEI LFR. under the threat and in lieu of condemnation. <br /> 8 . 3 Entire Agreement, This Agreement constitutes the entire agreement between the parties <br /> with respect to this transaction and supersedes all prior agreements, written or oral , between the <br /> Seller and the County relating to the subject matter hereof. Any modification or amendment to this <br /> Agreement shall be effective only if in writing and executed by each of the parties . <br /> 8 .4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and <br /> obligations under this Agreement without the prior written consent of the other party. The terms <br /> hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors <br /> and assigns. <br /> 2 <br />