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<br /> whatsoever (including , without limitation, reasonable attorney ' s fees and expenses ) incurred or
<br /> suffered by any of the foregoing entities or persons by reason of, or resulting from or arising out
<br /> of any activity including , without limitation, test, inspections , studies and/or investigations
<br /> performed or caused to be performed by County on the property . This indemnification shall
<br /> survive the termination of this Agreement and the Closing .
<br /> 8 . 12 Existing Signage : Indian River County, PNC Bank, National Association, and The City
<br /> of Vero Beach as incorporated by Exhibit B (The Parties) agree that the property subject to this
<br /> agreement lies within the limits and jurisdiction of the City of Vero Beach and is being
<br /> purchased, by Indian River County, under the threat of eminent domain, and for the purpose of a
<br /> County improvement project. The Parties further agree that the existing sign . , as referenced
<br /> within Exhibit B , is , as of the date of this agreement, in compliance with the front yard setback
<br /> requirements of section 62 . 38 of the City of Vero Beach land development regulations . The
<br /> parties agree that, as a result of this purchase , the existing sign will no longer meet the setback
<br /> requirements of the City Code . However, pursuant to section 64 . 29 of the City ' s land
<br /> development regulations , the sign will be deemed by all parties a legal non-conforming sign as
<br /> to the front yard setback requirements of said section 62 . 38 and will remain in its current
<br /> location. The parties also agree that Indian River County has no jurisdiction over the purchased
<br /> property and/or existing sign and as such has no legal or other right to move , remove , or alter
<br /> said sign in any way , now or at any time in the future . Exhibit B is attached and incorporated by
<br /> reference herein .
<br /> 9 . 2 Except as expressly set forth in this Agreement or in the documents to be delivered at
<br /> Closing , Seller hereby expressly disclaims any and all warranties express or implied, relating in
<br /> any way to the property, including, without limitation, and warranty provided for under statutory
<br /> or common law or the uniform commercial code , including but not limited to warranties of
<br /> merchantability and fitness for a particular purpose . Both County and Seller are acting at arm ' s
<br /> length to protect their own interests , and both County and Seller shall use their own independent
<br /> business judgment concerning the sale and purchase of the property . County has completed to its
<br /> satisfaction (or shall have completed by the Closing Date) , all investigations , inspections and
<br /> tests which County deems necessary in its sole discretion to determine , among other things : (i )
<br /> the condition of the property, including but not limited to , the soil condition of the property, the
<br /> existence of any environmental condition, and the existence of patent or latent defects in
<br /> construction of any improvements on the property ; (11) the condition of title to the property ,
<br /> including but not limited to , the status of all leases of the property ; (III) the status of all building
<br /> code , zoning and other applicable governmental requirements of whatever kind regarding the
<br /> property or any intended use of the property , including , without limitation, the status of any
<br /> permit, application, license , approval , certificate or other intangible right of whatever kind
<br /> regarding the property ; and (iv) the status and effect of all recorded covenants and restrictions
<br /> relating to the property , it being agreed as set forth above that the Seller shall give no warranty
<br /> and make no representation regarding such matters . County acknowledges that it agrees to
<br /> accept conveyance of the property at Closing in its " as-is where is" condition as of the Closing
<br /> Date , solely based upon its reliance on its own investigations , inspections and judgment. The
<br /> Property will be delivered at the time of delivery of the deed in the same condition as they now
<br /> are , reasonable wear and tear excepted .
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