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(c) <br />If <br />Seller is <br />obligated <br />to discharge any encumbrances <br />at <br />or prior <br />to Closing and fails <br />to do <br />so, <br />County <br />may use a portion <br />of <br />Purchase <br />Price <br />funds <br />to <br />satisfy <br />the <br />encumbrances. <br />(d) If the Seller is a non-resident alien or foreign entity, Seller shall deliverto the County <br />an affidavit, in a form acceptable to the County, certifying that the Seller and any interest <br />holders are not subject to tax under the Foreign Investment and Real Property Tax Act of <br />1980. <br />(e) The Seller and the County shall each deliver to the other such other documents or <br />instruments as may reasonably be required to Close this transaction. <br />6.2 Taxes. All taxes and special assessments which are a lien upon the property on or <br />prior to the Closing Date (except current taxes which are not yet due and payable) <br />shall be paid by the Seller. <br />7. Closing Costs; Expenses. County shall be responsible for preparation of all Closing <br />documents. <br />7.1 County shall pay the following expenses at Closing: <br />7.1.1 The cost of recording the warranty deed and any release or satisfaction <br />obtained by Seller pursuant to this Agreement. <br />7.1.2 Documentary Stamps required to be affixed to the warranty deed. <br />7.1.3 All costs and premiums for the owner's marketability title insurance <br />commitment and policy, if any. <br />7.2 Seller shall pay the following expenses at or prior to Closing <br />7.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the <br />Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or <br />encumbrances upon the Property. <br />8. Miscellaneous. <br />8.1 Controlling Law. This Agreement shall be construed and enforced in accordance <br />with the laws of the State of Florida. Venue shall be in Indian River County for all state <br />court matters, and in the Southern District of Florida for all federal court matters. <br />8.2 Condemnation. In the event that all or any part of the Property shall be acquired or <br />condemned for any public or quasi -public use or purpose, or if any acquisition or <br />condemnation proceedings shall be threatened or begun prior to the Closing of this <br />transaction, County shall have the option to either terminate this Agreement, and the <br />-3- <br />