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(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. 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. Personal Property. 7.1 The Seller shall have removed all of its personal property, equipment and trash from . the Property. The Seller shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. 7.2 Seller shall deliver at Closing all keys to locks ' and codes to access devices to County, if applicable. 8. Closing Costs; Expenses. County shall,be responsible for preparation of all Closing documents. 8.1 County shall pay the following expenses at Closing: 8.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by. Seller pursuant to this Agreement. 8.1.2 Documentary Stamps required to be affixed to the warranty deed. 8.1.3 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. 8.2 Seller shall pay the following expenses at or prior to Closing: 8.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens, -or encumbrances upon the Property. 9.. Miscellaneous. 9.1 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. 9.2 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.' . 4