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8.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the <br /> Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or <br /> encumbrances upon the Property. <br /> 8.2.2 Pro-rated property taxes, if any. <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 <br /> by certified mail, return receipt requested, or if sent via "overnight" courier service or <br /> facsimile transmission, as follows: <br /> If to Seller: Premier Citrus, LLC <br /> 625 66th Avenue SW <br /> Vero Beach, FL 32968 <br /> If to County: Indian River County <br /> 1801 27th Street <br /> Vero Beach, FL 32960 <br /> Attn: Vincent Burke, Utilities Director <br /> Either party may change the information above by giving written notice of such change as <br /> provided in this paragraph. <br /> 9.5 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 /> 131 <br />