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dollars ($585,650.00), together with severance damages equal to 12.5% of the value of the 42.45 acre remainder parcel of TWO HUNDRED TWENTY FIVE THOUSAND FIVE HUNDRED FIFTEEN dollars ($225,515) for a total purchase price of EIGHT HUNDRED ELEVEN THOUSAND ONE HUNDRED SIXTY FIVE dollars ($811,165.00). The Purchase Price shall be paid on the Closing Date. The Purchase Price is inclusive of all compensation for damages incurred by Central as a result of the County's proposed take of the Property and the Parent Parcel. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement, by the Indian River County Board of County Commissioners at a formal meeting of such Board. 3. Title to the Property. Central shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Central; but subject to property taxes for the year of Closing and subject to covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Property. 4.0 County may order an Ownership and Encumbrance Report with respect to the Propoerty. County shall, within thirty (30) days from receipt of the Ownership and Encumbrance Report, deliver written notice to Central of title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Central cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Central shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, County shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Central, to: (i) terminate this Agreement, whereupon it shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 5. Representations of Central. 5.1 Central is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title and authority to convey and transfer the Property, which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 5.2 From and after the Effective Date of this Agreement, Central shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the County. 5.3 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 2