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(c) If the Seller is a non-resident alien or foreign entity, Seller shall deliver to the County <br />an affidavit, in a form acceptable to the County, certifying that the Seller and any interest <br />holders are not subject to tax under the Foreign Investment and Real Property Tax Act of <br />1980. <br />(d) The Seller and the County shall each deliver to the other such other documents or <br />instruments as may reasonably be required to close this transaction. <br />6.2 Taxes. All taxes and special assessments which are a lien upon the property on or <br />prior to the Closing Date (except current taxes which are not yet due and payable) <br />shall be paid by the Seller. <br />7. Personal Property. <br />7.1 The Seller shall have removed all of its personal property, equipment and trash from <br />the Property. The Seller shall deliver possession of the Property to County vacant and in <br />the same or better condition that existed at the Effective Date hereof. <br />7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to <br />County, if applicable. <br />8. Closing Costs: Expenses. County shall be responsible for preparation of all Closing <br />documents. <br />8.1 County shall pay the following expenses at Closing: <br />8.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by <br />Seller pursuant to this Agreement. <br />8.1.2 Documentary Stamps required to be affixed to the warranty deed. <br />8.1.3 All costs and premiums for the owner's marketability title insurance commitment and <br />policy, if any. <br />8.2 Seller shall pay the following expenses at or prior to Closing: <br />8.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the <br />Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or <br />encumbrances upon the Property. <br />9. Miscellaneous. <br />9.1 Controlling Law. This Agreement shall be construed and enforced in accordance <br />with the laws of the State of Florida. Venue shall be in Indian River County for all state <br />court matters, and in the Southern District of Florida for all federal court matters. <br />9.2 Entire Agreement. This Agreement constitutes the entire agreement between the <br />4 <br />