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PYH RiT R <br />TERMINATION NOTICE AND AGREEMENT <br />Indian River County ("County") hereby executes this Termination Notice and Agreement (this <br />"Notice of Termination") as of this day of , 2019 (the "Termination <br />Effective Date"). <br />_ RECITALS <br />A. County and Premier Citrus LLC, a Florida limited liability company ("Sellers") <br />entered into a certain Agreement to Purchase and Sell Real Estate dated , 2019 <br />(the "Agreement") pursuant to which Seller agreed to sell and County agreed to purchase the <br />Property (as such term is defined in the Agreement). <br />B. Pursuant to this Notice of Termination, County desires to terminate the Agreement <br />in accordance with the terms thereof. <br />NOW, THEREFORE, pursuant to this Notice of Termination and in accordance with the <br />terms of the Agreement, County hereby notifies Seller and agrees as follows: <br />1. As of the Termination Effective Date, the Agreement is terminated and of no further <br />force and effect. Neither County nor Seller shall have any further rights or obligations thereunder; <br />provided, however, and notwithstanding the foregoing, County acknowledges and agrees that <br />County shall remain obligated with respect to any and all obligations that by the express terms of <br />the Agreement are intended to survive termination of the Agreement. <br />2. County warrants and represents that it has previously or simultaneously herewith <br />delivered to Seller all Due Diligence Reports (as such term is defined in the Agreement). <br />3. County hereby acknowledges and agrees that it has no right, title, claim or interest <br />in and to the Property. <br />4. County warrants and represents that to the extent County undertook any physical <br />testing of the Property which modified the physical condition of the Property, County has fully <br />restored the Property to its original condition. <br />