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ORIGINAL <br /> 7 . 1 County shall pay the following expenses at Closing : <br /> 701 . 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 . 1 . 3 All costs and premiums for the owner' s marketability title insurance commitment and <br /> policy , if any . <br /> 7 . 2 Seller shall pay the following expenses at or prior to Closing : <br /> 7 . 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 , Miscellaneous , <br /> 8 . 1 Controlling Law . This Agreement shall be construed and enforced in accordance with <br /> the laws of the State of Florida . Venue shall be in Indian River County for all state <br />court <br /> matters , 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 Property shall be acquired or <br /> condemned for any public or quasi - public use or purpose , or if any acquisition or <br /> condemnation proceedings shall be threatened or begun prior to the Closing of this <br /> transaction , County shall have the option to either terminate this Agreement , and the <br /> obligations of all parties hereunder shall cease , or to proceed , subject to all other terms , <br /> covenants , conditions , representations and warranties of this Agreement , to the Closing of the <br /> transaction contemplated hereby and receive title to the Property ; receiving , however , any <br /> and all damages , awards or other compensation arising from or attributable to such <br /> acquisition or condemnation proceedings . County shall have the right to participate in any <br /> such proceedings . <br /> 8 . 3 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 County 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 the <br /> parties . <br /> 8A Assignment and Bindinq 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 /> 4 <br />