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ilk Ccx, ridy on December 31 , Sel}er shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the Property. If the Closing Date occurs between January 1 and November 1 , theHe shall , in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the current eaI estate taxes and assessments , prorated to the Closing Date . A �F ecovw U�M8 . Miscellaneous . C(#)-� 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 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 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 . 8 . 4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and obligations under this Agreement without the prior written consent of the other party. The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns . 8 . 5 Notices . Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows : If to Seller: Low Key, Inc . , c/o Tom Tierney, Esq . 5070 N. AlA, Suite 200 City, State, Zip : Vero Beach, FL 32963 If to County: Indian River County 1840 25 "' Street, Vero Beach, FL 32960 Attn : William M . Napier, Public Works Dept . Either party may change the information above by giving written notice of such change as provided in this paragraph . Standard Agreement — 1. R. County and Low Key, Inc. 3