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7. Closing Costs; Expenses. County shall be responsible for preparation of all Closing <br />documents. <br />7.1 County shall pay the following expenses at Closing: <br />7. 1.1 The cost of recording the warranty deed and any release or satisfaction obtained by <br />Seller pursuant to this Agreement. <br />7.1.2 Documentary Stamps required to be affixed to the warranty deed. <br />7.2 Seller shall pay the following expenses at or prior to Closing: <br />7.2.1 All costs and premiums for the owner's marketability title insurance commitment <br />and policy, if any. <br />7.2.2 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 ROW Property, <br />7.3 The Seller and County shall each pay their own attorneys' fees. <br />8. Miscellaneous, <br />8.1 Controlling Law, This Agreement shall be construed and enforced in accordance with the <br />laws of the State of Florida. Venue shall be in Indian River County for all state court matters, <br />and in the Southern District of Florida for all federal court matters. <br />8.2 Condemnation. In the event that all or any part of the ROW Property shall be acquired or <br />condemned for any public or quasi -public use or purpose, or if any acquisition or condemnation <br />proceedings shall be threatened or begun prior to the Closing of this transaction, County shall <br />have the option to either terminate this Agreement, and the obligations of all parties hereunder <br />shall cease, or to proceed, subject to all other terms, covenants, conditions, representations and <br />warranties of this Agreement, to the Closing of the transaction contemplated hereby and receive <br />title to the ROW Property; receiving, however, any and all damages, awards or other <br />compensation arising from or attributable to such acquisition or condemnation proceedings. <br />County shall have the right to participate in any such proceedings. <br />8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties <br />with respect to this transaction and supersedes all prior agreements, written or oral, between the <br />Seller and the County relating to the subject matter hereof. Any modification or amendment to <br />this Agreement shall be effective only if in writing and executed by each of the parties. <br />8.4 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, and <br />attempted assignment shall be null and void. The terms hereof shall be binding upon and shall <br />0 <br />FAEngineering\RonC\Word Docs\Colene and byron agmnt.doc1/18/05 <br />