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assessments, prorated to the Closing Date, 7, Closing Costs; Expenses. County shall be responsible for preparation of all Closing documents. 7.1 County shall pay the following expenses at Closing: 7.1.1 The cost of recording the warranty deed and any release or satisfaction obtained by Seller pursuant to this Agreement. 7.1.2 Documentary Stamps required to be affixed to the warranty deed. 7.2 Seller shall pay the following expenses at or prior to Closing: 7.2.1 All costs and premiums for the owner's marketability title insurance commitment and policy, if any. (Not applicable in this instance). 7.2.2 All costs necessary to cure title defect(s) or encumbrances, other than the Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or encumbrances upon the ROW Property, 7.3 The Seller and County shall each pay their own attorneys' fees as would apply to this Agreement only. 8. Miscellaneous. 8.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 8.2 Condemnation. In the event that all or any part of the ROW Property shall be acquired or condemned for any public or quasi -public use or purpose, or if any acquisition or condemnation proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, or to proceed, subject to all other terms, covenants, conditions, representations and warranties of this Agreement, to the Closing of the transaction contemplated hereby and receive title to the ROW Property; receiving, however, any and all damages, awards or other compensation arising from or attributable to such acquisition or condemnation proceedings. County shall have the right to participate in any such proceedings. 8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between the Seller and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties. 2 F:\Engineering\RonC\Word Docs\Byron Beatty agreement 2.doc