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to a condemning authority under threat of condemnation to prevent taking, then this Agreement shall forthwith automatically cease and terminate . Licensor shall receive the entire condemnation award for Land, Elevated Tank and such other improvements as are paid for by Licensor, and Licensee hereby expressly assigns to Licensor any and all right, title and interest of Licensee now or hereafter arising in and to any such award . Licensee may recover from such authority, and shall not recover from Licensor, any compensation as may be awarded to Licensee on account of its interest in this Agreement. 19. MISCELLANEOUS . (a) This Agreement constitutes the entire agreement and understanding between the parties, and supersedes all offers , negotiations and other agreements concerning the subject matter contained herein. Any amendments to this Agreement must be in writing and executed by both parties . (b) If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement not being held invalid or unenforceable by a court of competent jurisdiction shall remain in full force and effect . (c) This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties, subject to the provisions of Paragraph 11 , Assignment and Subleasing, of this Agreement. (d) This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by one party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. (e) All Riders and Exhibits annexed hereto form material parts of this Agreement. (f) This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original . (g) Licensor shall not be responsible for any loss , damage, destruction, or theft of Licensee ' s equipment or property. (h) Once during the initial term and once during any Renewal Terms of this Agreement, Licensor may, upon sixty (60) days ' written notice to Licensee , require Licensee to move or remove its equipment, including, but not limited to, antennas , cables , transmission lines, conduits, and supports, from the Elevated Tank, in order for Licensor to clean , paint, repair, or otherwise maintain the Elevated Tank. If such notice is given, Licensor agrees to permit Licensee to place temporary transmission facilities on the Property until such time as Licensor has completed the maintenance to the Elevated Tank. (i) Upon prior notice to Licensee at least twenty-four (24) hours in advance , Licensor shall have access to the Premises , when accompanied by Licensee or its employee(s) or agent(s) . 20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto and shall supersede all prior l:\Common\Nextel\FL 2590 Gifford\FL2590B SAS Submittal\Original Documents\FL2590B Gifford Nextel 002 - Elevated Water Tank Space License Agreement lune 1 2005 .doc Page 10 of 15