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10.2 Seller shall pay the following expenses at or prior to Closing: <br />10.2.1 All costs necessary to cure title defects) or encumbrances, other than the <br />Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or <br />encumbrances upon the Properties. <br />11. Miscellaneous. <br />11.1 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 />cft <br />ourt matters, 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 <br />parties with respect to this transaction. and supersedes all prior agreements, written or <br />oral, between the Seller and the County relating to the subject matter hereof. Any <br />modification or amendment to this Agreement shall be effective only if in writing and <br />executed by each of the parties. <br />11.3 Assignment and Binding 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 <br />terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and <br />their 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: Heon Yong Kim or Ae Ja Kim <br />1921 Wyoming Avenue <br />Ft, Pierce, FL 34982-5636 <br />If to County: Indian River County <br />180127th Street <br />Vero Beach, FL. 32960 <br />Attn: County Attorney's Office <br />Either party may change the information above by giving written notice of such change as <br />provided in this paragraph. <br />11.5 Survival and Benefit. Except as otherwise expressly provided herein, each <br />agreement, representation or warranty made in this Agreement by or on behalf of either <br />party, or in any instruments delivered pursuant hereto or in connection herewith, shall <br />survive the Closing Date and the consummation of the transaction provided for herein. <br />The covenants, agreements and undertakings of each of the parties hereto are made <br />solely for the benefit of, and may be relied on only by the other party hereto, its successors <br />