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arise out of the execution or enforcement of this Agreement. 10. 3 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this Agreement is entered by Seller under the threat of and in lieu of condemnation . 10 .4 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. 10. 5 Assignment and BindingEffect .ffect . 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 . 10. 6 Notices . All notices and other communications relating to this Agreement shall be written and sent ( i) by personal delivery, (ii) by commercial courier, (iii) overnight delivery service (such as FedEx) , ( iv) facsimile, or ( v) certified United States Mail , return receipt requested , to the following addresses If to Seller: Neil J . Gaeta, Trustee 5220 Hood Road Ste . 100 Palm Beach Gardens , FL 33418 Fax : 561 -776-2300 If to County : Indian River County 1801270' Street, Vero Beach , FL 32960 Attn : Robert A . Webb , Land Acquisition Fax : 772-778-9391 Notice by certified mail , return receipt requested , shall be effective three (3 ) business days after the notice is properly mailed , notice by overnight courier shall be effective one ( 1 ) business day after notice is sent to the party being notified , upon electronic verification of receipt if by facsimile , or upon actual delivery to the party being notified if by hand delivery . Notice hereunder shall be effective if given by certified mail , return receipt requested , overnight courtier, facsimile , or hand delivery . 10.7 . Counterparts, This Agreement may be executed in two or more counterparts, each one of which shall constitute an original and all of which together shall constitute one and the same instrument. 10. 8 County Aauroval Required : This Agreement is subject to approval by the Indian River County Board of County Commissioners, which shall be obtained by the County on or before December 17 , 2008 ("Approval Date" ) . In the event that the County does not get approval by the Indian River County Board of County Commissioners by the Approval Date, this Agreement shall automatically terminate and the parties shall be relieved of all further liability under this Agreement. 10. 9 Beneficial Interest Disclosure: In the event Seller is a partnership, limited partnership , corporation , trust, or any form of representative capacity whatsoever for others, Seller shall provide a fully completed, executed , and sworn beneficial interest disclosure statement in the form attached to this Agreement as Exhibit "C" that complies with all of the provisions of Florida Statutes Section 286 .23 prior to approval of this Agreement by the County . However, pursuant to Florida Statutes Section 286 . 23 (3)(a) , the beneficial interest in any entity registered with the Federal Securities and Exchange 4 C:U)m-mtwnts mal SeunytslsethsheitchrwnLL.cwul Sci ingMempxury bucnwt FilesWl. MSSS - Purclmue aril Sell Agrcenwnt - Vem Business Puri: (VB Fonn) v2 ( I 1 .21 .08).dm-