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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />J.R. SMITH, CLERK <br />hereunder and under applicable law; (ii) obtain specific performance of the terms <br />and conditions hereof; or (iii) waive The District's default and proceed to Closing. <br />6.2 In the event of a default by MWI, the District shall be entitled, as its sole <br />remedy hereunder, to terminate this Agreement. The District shall have no claim <br />for specific performance, damages or otherwise against MWI. <br />7. Closing. <br />7.1 The closing of the transaction contemplated herein ("Closing" and "Closing <br />Date") shall take place within 45 days following the Effective Date of this <br />Agreement. The parties agree that the Closing shall be as follows: <br />(a) The District shall execute and deliver to MWI a county deed <br />conveying marketable title to the Property, free and clear of all liens and <br />encumbrances and in the condition required by paragraphs 3 and 4 <br />respectively. <br />(b) The District shall have removed all of its personal property and <br />equipment from the Property and shall deliver possession of the Property <br />to MWI vacant and in the same or better condition that existed at the <br />Effective Date hereof. <br />(c) If the District is obligated to discharge any encumbrances at or prior <br />to Closing and fails to do so, MWI may use a portion of Purchase Price <br />funds to satisfy the encumbrances. <br />(d) The District shall deliver to MWI an affidavit, in form acceptable to <br />MWI, certifying that The District is not a non-resident alien or foreign entity, <br />such that The District and such interest holders are not subject to tax under <br />the Foreign Investment and Real Property Tax Act of 1980. <br />(e) The District and MWI shall each deliver to the other such other <br />documents or instruments as may reasonably be required to Close this <br />transaction, including any corrective documents. <br />7.2. Closing Costs; Expenses. MWI shall be responsible for preparation of all <br />Closing documents. MWI shall pay the following expenses at Closing: <br />(a) The cost of recording the warranty deed and any release or <br />satisfaction obtained by Seller pursuant to this Agreement. <br />(b) Documentary Stamps required to be affixed to the warranty deed. <br />(c) All costs and premiums for the owner's marketability title insurance <br />commitment and policy, if any. <br />8. Prorations. All taxes and special assessments which are a lien upon the property <br />on or prior to the Closing Date (except current taxes which are not yet due and payable) <br />shall be paid by MWI. If the Closing Date occurs during the time interval commencing on <br />November 2 and ending on December 31, MWI shall pay all current real estate taxes and <br />special assessments levied against the Property, prorated based on the "due date" of <br />3 <br />��k <br />