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equipment from the Property and shall deliver possession of the Property <br />to MJMC vacant and in the same or better condition that existed at the <br />Effective Date hereof. <br />(c) The County and MJMC 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. Closinq Costs; Expenses. MJMC shall be responsible for preparation of <br />all Closing documents. MJMC shall pay the following expenses at Closing: <br />(a) The cost of recording the county deed and any release or satisfaction <br />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 MJMC. If the Closing Date occurs during the time interval commencing <br />on November 2 and ending on December 31, MJMC shall pay all current real estate taxes <br />and special assessments levied against the Property, prorated based on the "due date" <br />of such taxes established by the taxing authority having jurisdiction over the Property. If <br />the Closing Date occurs between January 1 and November 1, MJMC shall, in accordance <br />with Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an <br />amount equal to the current real estate taxes and assessments, prorated to the Closing <br />Date. <br />9. Miscellaneous. <br />9.1 Controlling Law. This Agreement shall be construed and enforced in <br />accordance with the laws of the State of Florida. Venue shall be in Indian River <br />County for all state court matters, and in the Southern District of Florida for all <br />federal court matters. <br />9.2 Entire Agreement. This Agreement constitutes the entire agreement <br />between the parties with respect to this transaction and supersedes all prior <br />agreements, written or oral, between the County and MJMC relating to the subject <br />matter hereof. Any modification or amendment to this Agreement shall be effective <br />only if in writing and executed by each of the parties. <br />9.3 Assignment and Binding Effect. Neither MJMC nor the County may assign <br />its rights and obligations under this Agreement without the prior written consent of <br />the other party. The terms hereof shall be binding upon and shall inure to the <br />benefit of the parties hereto and their successors and assigns. <br />