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5 . Default. 5 . 1 In the event of a default by the County, the Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement. and neither the Seller nor any other person or party shall have any claim for specific performance, damages or otherwise against the County. 5 . 2 In the event the Seller shall fail to perform any of its obligations hereunder, the County shall be entitled to : (i) terminate this Agreement by written notice delivered to the Seller at or prior to the Closing Date, and pursue all remedies available hereunder and under applicable law; (ii) obtain specific performance of the terms and conditions hereof, or (iii) waive the Seller' s default and proceed to Closing : 6 . Closing . 6. 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 Seller 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 paragraph 3 . (b) The Seller shall have removed all of its personal property and equipment from the Property and Seller 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 Seller 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) The Seller shall deliver to the County an affidavit, in form acceptable to the County, certifying that the Seller is not a non-resident alien or foreign entity, such that the Seller and such interest holders are not subject to tax under the Foreign Investment and Real Property Tax Act of 1980. (e) The Seller and the County shall each deliver to the other such other documents or instruments as may reasonably be required to Close this transaction . 7 . 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 the Seller. If the Closing Date occurs during the time interval commencing on Arovernber 2 and ending on December 31, Seller 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 havingjurisdiction over the Property. If Closing Date occurs between January I and November 1, the Seller shall, in accordance with Florida Statutes Section 196. 295, pay an amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 8 . Miscellaneous . 8 . 1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 8 . 2 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered by SELLER under the threat and in lieu of condemnation. 2