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6.2 Taxes. All taxes and special assessments which are a lien upon the property on or prior to the <br />Closing Date (except current taxes which are not yet due and payable) shall be paid by the Seller prior <br />to closing. <br />7. Closing Costs; Expenses. County shall be responsible for preparation of all Closing 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 obtained by Seller <br />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 commitment and <br />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 Permitted <br />Exceptions, and to satisfy or release of record all existing mortgages, liens or encumbrances <br />upon the Property. <br />8. Miscellaneous. <br />8.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws <br />of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the <br />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 condemned <br />for any public or quasi -public use or purpose, or if any acquisition or condemnation proceedings shall <br />be threatened or begun prior to the Closing of this transaction, County shall have the option to either <br />terminate this Agreement, and the obligations of all parties hereunder shall cease, or to proceed, <br />subject to all other terms, covenants, conditions, representations and warranties of this Agreement, to <br />the Closing of the transaction contemplated hereby and receive title to the Property; receiving, <br />however, any and all damages, awards or other compensation arising from or attributable to such <br />acquisition or condemnation proceedings. County shall have the right to participate in any such <br />proceedings. <br />8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with <br />respect to this transaction and supersedes all prior agreements, written or oral, between the Seller and <br />the County relating to the subject matter hereof. Any modification or amendment to this Agreement <br />shall be effective only if in writing and executed by each of the parties. <br />8.4 Assignment <br />and <br />Binding <br />Effect, <br />Neither County nor Seller may assign its <br />rights and obligations <br />under this Agreement without <br />the prior written consent <br />of the other party. The <br />terms hereof shall be <br />binding upon and shall inure to <br />the benefit of the parties <br />hereto and their successors and assigns. <br />F:Tnginaning\Robert Webb'Os1oVwkm11c43d"cPurchm Conhwuloc <br />