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I t (a) The Association shall execute and deliver to the County the special warranty deed to Parcel 127, the form of which is attached as Exhibit " E" hereto, and the Parties shall executeand deliver' to one another their respective executed Easement Agreement. (b) The Association shall have removed all of its personal property and equipment from Parcel 127 and the Association shall deliver possession of Parcel 127 to the County in the same , or better, condition than existed at the Effective Date hereof, reasonable wear and tear excepted . (c) The Association shall deliver to the County an affidavit, in form acceptable to the County, certifying that the Association is not a non-resident alien or foreign entity, such that the Association and such interest holders are not subject to tax under the Foreign Investment, and Real Property Tax Act of 1980 . (d) The Association and the County shall each deliver to the other such other documents or instruments as may reasonably be. required for the Closing of this transaction, including any reasonably requested corrective documents . 8 . Prorations. 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 Association . If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31 , Association shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the Property: if the Closing Date occurs between January 1 and November 1 , the Association shall, in accordance with Florida Statutes Section 196 . 295 , deposit into escrow with the , Tax, Collector, an amount equal to the current real estate taxes and assessments , prorated to the Closing Date. 9 . Miscellaneous, 9 . 1 Gontrollina 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 . 2 Conveyance in Lieu of Eminent Domain . It is understood by the Parties that this Agreement is entered into by Association under the threat of, and in lieu of a condemnation lawsuit that, but for this Agreement, would be broughtby the County to acgpire the Property. 6