2021-094 - Laserfiche WebLink

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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) Lipfert shall execute and deliver to the County a warranty deed conveying marketable title to the Property, free and clear of all liens and encumbrances and in the condition required by paragraphs 3 and 4 respectively. (b) Lipfert shall have removed all of its personal property and equipment from the Property and shall deliver possession of the Property to County vacant and in the same or better condition that existed at the Effective Date hereof. (c) If Lipfert 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) Lipfert shall deliver to the County an affidavit, in form acceptable to the County, certifying that Lipfert is not a non-resident alien or foreign entity, such that Lipfert and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) Lipfert 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. 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 Lipfert. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, Lipfert 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, Lipfert 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. 3