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' ®WG][NA L delivered to the Seller at or prior to the Closing Date and thereupon neither the County nor any other person or party shall have any claim for specific performance , damages or otherwise against the Seller ; or ( ii ) obtain specific performance of the terms and conditions hereof; or ( iii ) waive the Seller' s default and proceed to Closing .- 7 . losing :7 . Closing . 7 . 1 The closing of the transaction contemplated herein ( " Closing " and " Closing Date " ) shall take place within 45 days following the execution of the contract by the Chairman of the Board of County Commissioners . The parties agree that the Closing shall be as follows : ( a ) The Seller shall execute and deliver to the County a perpetual , non -exclusive drainage easement over under and through the property described and depicted in Exhibit "A" , free and clear of all liens and encumbrances and in the condition required by paragraph 3 . ( b ) The Seller shall execute and deliver to the County a temporary construction easement over , under , and through the property described and depicted in Exhibit "A" . The "Temporary Construction Easement" shall become effective upon the closing date and shall expire on June 30 , 2012 or at the termination of construction , whichever occurs first . ( c) 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 . ( d ) 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 . 8 . Closing Costs : Expenses . County shall be responsible for preparation of all Closing documents . 8 . 1 County shall pay the following expenses at Closing : 8 . 2 The cost of recording the permanent drainage easement and the temporary construction easement ; and any release or satisfaction obtained by Seller pursuant to this Agreement . 9 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 . 9 . 1 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements , written or oral , between the Seller and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties . 3