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hereunder and under applicable law; (ii) obtain specific performance of the terms and conditions hereof; or (iii) waive The District's default and proceed to Closing. 6.2 In the event of a default by MWI, the District shall be entitled, as its sole remedy hereunder, to terminate this Agreement. The District shall have no claim for specific performance, damagas or otherwise against MWI. 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) The District shall execute and deliver to MWI a county 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) The District shall have removed all of its personal property and equipment from the Property and shall deliver possession of the Property to MWI vacant and in the same or better condition that existed at the Effective Date hereof. (c) If the District is obligated to discharge any encumbrances at or prior to Closing and fails to do so, MWI may use a portion of Purchase Price funds to satisfy the encumbrances. (d) The District shall deliver to MWI an affidavit, in form acceptable to MWI, certifying that The District is not a non-resident alien or foreign entity, such that The District and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) The District and MWI 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. Closinq Costs; Expenses. MWI shall be responsible for preparation of all Closing documents. MWI 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 MWI. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, MWI shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of 178