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all provisions of this Agreement applicable to the sale and purchase of the Property described in Exhibit <br /> "A" shall also apply to the sale and purchase of the Property described in Exhibit "B", subject to the <br /> provisions of this paragraph 31 . The purchase price for the Williams tract shall be FOUR HUNDRED <br /> AND FIFTY THOUSAND D6LL#RS ($450,000) AExercise by Purchaser of the option shall constitute <br /> the exercise of the option on all tracts; provided that closing on the Exhibit `B" Property shall then <br /> become subject to the conditions set forth in this paragraph and the requirements of this Agreement In <br /> addition to other conditions set forth in this Agreement, Purchaser ' s obligation to close on the Wilfliams <br /> tract shall be specifically conditioned upon the prior happening of the all events set forth below in this <br /> paragraph. Should any one or more of those events riot occur, the Purchaser may, at its option and in its <br /> sole discretion, terminate this Agreement as to the Exhibit "B " Property effective upon the mailing of <br /> written notice of such termination to Seller/ Upon the mailing of such notice this Agreement shall <br /> terminate as to the Exhibit `B" Property and neither party shall have any further obligations as to the <br /> Exhibit `B" Property under this Agreement. /The Seller' s obligation to the sale and purchase of the <br /> Williams tract shall survive the closing on the Exhibit "A" Property and be a continuing obligation of this <br /> Agreement, which shall terminate upon the written agreement of the Purchaser, or December 31 , 2010 , <br /> whichever is earlier. The following are conditions of closing for the Williams tract: <br /> (a) Closing on the Exhibit "A" Property in accordance with this Agreement. <br /> (b) Purchaser determination, in its sole discretion, that the existing quiet title suit in the case of <br /> Viola Judah vs . Heather Evelyn Upton, Robert Stephen Williams, and others, Case N. 20050809 CA 13 <br /> (Circuit Court of Indian River County) , has been successfully concluded, unrestricted fee simple title is I <br /> vested in Seller, and Seller is fully capable of transferring title to the Exhibit `B" Property to Purchaser in <br /> accordance with this Agreement. The Purchaser shall make this determination within 21 days after <br /> receipt by Purchaser from Seller of a certified copy of the court order, and all other documentation <br /> reasonably required by the Purchaser to make such determination. Such determination by Purchaser shall <br /> begin a 90 day period for completion of all the requirements of this Agreement for the Williams tract <br /> closing, including but not limited to those pertaining to the title commitment, survey, and environmental <br /> assessment. Purchaser shall notify Seller of the completion of such requirements prior to the end of this <br /> 90 day period, and closing on the Williams tract shall be held within 30 days thereafter. <br /> (c) Purchaser' s approval as to the Williams tract of: the survey, title commitment and <br /> environmental assessment; that the purchase price does not exceed the appraised value based on review of <br /> the survey, title and environmental assessment; all Seller' s documentation, and representations and <br /> warranties, as required by the Agreement; and all closing documentation, including the warranty deed, <br /> bill of sale, affidavits , closing statement and other closing documents reasonably required by Purchaser. <br /> 32 . PAYMENT OF PURCHASE PRICE. The purchase price indicated in paragraph 3A includes <br /> both riverfront tract (owned by Viola S . Judah) and flag tract (owned by Diane W . Lloyd) . At the request <br /> of Seller it is agreed that at the closing on these two tracts the Purchaser shall present payment (c/o the <br /> closing agent, and subject to closing costs) as follows: $750,000 to Viola S . Judah, and $300 ,000 to <br /> Diane W . Lloyd, making a total of $ 1 ,050,000 . In addition it is agreed that at the closing on the Williams <br /> tract in accordance with paragraph 31 hereof, the Purchaser shall present payment (c/o the closing agent, <br /> and subject to closing costs) for the total price of $450,000 to Viola S . Judah. <br /> 33 . BOND COUNSEL OPINION . The closing on both Exhibit "A" Property and Exhibit `B" <br /> Property will be conditioned upon receipt by the Purchaser of an opinion of the County ' s Bond Counsel <br /> that the exercise of the option granted in this Agreement, and the subsequent acquisition of the Property <br /> as contemplated herein, using bond proceeds from the tax exempt general obligation bonds issued by <br /> Indian River County as contemplated by Resolution No . 2005 -059 adopted May 17 , 2005 (as <br /> supplemented); Resolution 2004-062 , adopted June 22, 2004; and the "2004 Referendum" (as that term <br /> 2/17/06 <br /> Page 9 <br /> 278 <br />