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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: Capital Trust Company of Delaware (TRS) FBO Irvin Basil Keller Trust 2711 Centerville Rd . #210 Wilmington , DE . 19808 If to County: Indian River County 1840 25th Street, Vero Beach , FL 32960 Attn : Engineering Bob Webb Either party may change the information above by giving written notice of such change as provided in this paragraph . 8 .6 Survival and Benefit . Except as otherwise expressly provided herein , each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith , shall survive the Closing Date and the consummation of the transaction provided for herein . The covenants , agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the other party hereto , its successors and assigns , and are not made for the benefit of, nor may they be relied upon , by any other person whatsoever. 8 . 7 Attorney's Fees and Costs . In any claim or controversy arising out of or relating to this Agreement, each party shall bear its own attorney's fees, costs , and expenses. 8 . 8 . Counterparts . This Agreement maybe executed in two or more counterparts, each one of which shall constitute an original . 8 . 9 . County Approval Required : This Agreement is subject to approval by the Indian River County as set forth in paragraph 2 . 8 . 10 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 an exhibit that complies with all of the provisions of Florida Statutes Section 286 . 23 prior to approval of this Agreement by the County. However, pursuant CADocuments and Settings\rwebb\Desktopaobert Webb\so66thaveprcjecfl74th ave 12th to 4th\Capita1Trust74thave Purchase Contract.doc - 4 -