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7.2 Seller shall deliver at Closing all keys to locks and codes to access devices to <br />County, if applicable. <br />8. Closing Costs; Expenses. County shall be responsible for preparation of all Closing <br />documents. <br />8.1 County shall pay the following expenses at Closing: <br />8.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by <br />Seller pursuant to this Agreement. <br />8.1.2 Documentary Stamps required to be affixed to the warranty deed. <br />8.1.3 All costs and premiums for the owner's marketability title insurance commitment and <br />policy, if any. <br />8.2 Seller shall pay the following expenses at or prior to Closing: <br />8.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the Permitted <br />Exceptions, and to satisfy or release of record all existing mortgages, liens or <br />encumbrances upon the Property. <br />9. Miscellaneous. <br />9.1 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 />court matters, and in the Southern District of Florida for all federal court matters. <br />9.2 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 />9.3 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 />9.4 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: Audestine R. Hudson & Jackye V. Hudson <br />464058 th Avenue <br />Vero Beach, FL 32967 <br />4 <br />