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the terms and conditions hereof; or (iii) waive Central's default and proceed to Closing. 6.2 In the event of a default by the County, the Central shall be entitled, as its sole remedy hereunder, to terminate this Agreement. Central shall have no claim for specific performance, damages or otherwise against the County. 7. Closing. 7.1 The closing of the transaction contemplated herein ("Closing" and "Closing Date") shall take place within 45 days following the Effective Date of this Agreement. The parties agree that the Closing shall be as follows: (a) Central shall execute and deliver to the County a warranty deed conveying marketable title to the Miami Block, free and clear of all liens and encumbrances and in the condition required by paragraphs 3 and 4 respectively. (b) Central shall have removed all of its personal property and equipment from the Miami Block and shall deliver possession of the Miami Block to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Central 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) Central shall deliver to the County an affidavit, in form acceptable to the County, certifying that Central is not a non-resident alien or foreign entity, such that Central and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) Central and the County shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction, including any corrective documents. 7.2. Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. County shall pay the following expenses at Closing: (a) The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. (b) Documentary Stamps required to be affixed to the warranty deed. (c) All costs and premiums for the owner's marketability title insurance commitment and policy, if any. (d) Appraisal costs, Engineering costs, land planner costs and all other expert fees and costs incurred by Central of $22,000.00. The costs shall be paid to Associate's attorney. (f) Attorney's fees and costs of $65,529.80 representing 10% of the purchase price. 3