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8. Personal Property. <br />8.1 The Seller shall have removed all of its personal property, equipment and trash from <br />the Properties. The Seller shall deliver possession of the Properties to Buyer vacant and in <br />the same or better condition that existed at the Effective Date hereof. <br />9. Closing Costs; Expenses. Buyer shall be responsible for preparation of all Closing <br />documents. <br />9.1 Buyer shall pay the following expenses at Closing: <br />9.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by <br />Seller pursuant to this Agreement. <br />9.1.2 Documentary Stamps required to be affixed to the warranty deed. <br />9.1.3 All costs and premiums for the owner's marketability title insurance commitment and <br />policy, if any. <br />9.1.4 Costs of any title commitment / title search and/or lien searches. <br />9.2 Seller shall pay the following expenses at or prior to Closing: <br />9.2.1 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 Properties. <br />10. Miscellaneous <br />10.1 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 />10.2 Entire Agreement. This Agreement constitutes the entire agreement between the <br />parties with respect to this transaction and supersedes all prior agreements, written or oral, <br />between the Seller and the Buyer relating to the subject matter hereof. Any modification or <br />amendment to this Agreement shall be effective only if in writing and executed by each of <br />the parties. <br />10.3 Assiqnment and Binding Effect. Buyer may assign its rights and obligations under <br />this Agreement without the prior written consent of the other party. The terms hereof shall <br />be binding upon and shall inure to the benefit of the parties hereto and their successors <br />and assigns. <br />10.4 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 />