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10 . 1 . 1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller <br /> pursuant to this Agreement . <br /> 10 . 1 . 2 Documentary Stamps required to be affixed to the warranty deed . <br /> 10 . 1 . 3 All costs and premiums for the owner' s marketability title insurance commitment and <br /> policy , if any . <br /> 10 . 1 . 4 Engineering costs incurred by Seller of $ 2 , 068 . 50 . The costs shall be paid directly to the <br /> engineering firm . <br /> 10 . 1 . 5 Attorney ' s fees and costs of $ 20 , 803 . 30 ( 7 . 5 % X $ 277 , 377 . 36 = $ 20 , 803 . 30 <br />) which <br /> represents 7 . 5 % of the Purchase Price . <br /> 10 . 2 Seller shall pay the following expenses at or prior to Closing : <br /> 10 . 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 /> 11 . Miscellaneous . <br /> 11 . 1 Controlling Law . This Agreement shall be construed and enforced in accordance with the <br /> laws of the State of Florida . Venue shall be in Indian River County for all state court matters , <br /> and in the Southern District of Florida for all federal court matters . <br /> 11 . 2 Entire Agreement , This Agreement constitutes the entire agreement between the parties <br /> with respect to this transaction and supersedes all prior agreements , written or oral , between the <br /> Seller and the County relating to the subject matter hereof . Any modification or amendment to <br /> this Agreement shall be effective only if in writing and executed by each of the parties . <br /> 11 . 3 Assignment and Bindinq Effect . Neither County nor Seller may assign its rights and <br /> obligations under this Agreement without the prior written consent of the other party . The terms <br /> hereof shall be binding upon and shall inure to the benefit of the parties hereto and their <br /> successors and assigns . <br /> 11 . 4 Notices . Any notice shall be deemed duly served if personally served or if mailed by <br /> certified mail , return receipt requested , or if sent via " overnight" courier service or facsimile <br /> transmission , as follows : <br /> If to Seller : The Banack Family Limited Partnership <br /> 6125 Atlantic Boulevard <br /> Vero Beach , FL 32966 <br /> If to Seller' s Attorney : Raymer F . Maguire III <br /> Fixel , Maguire & Willis <br /> 5 <br />