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the right to participate in any such proceedings . <br /> 8 . 3 Entire Agreement. This Agreement constitutes the entire agreement between the parties <br /> with respect to this transaction and supersedes all prior agreements, written or oral , between the <br /> Seller and the County relating to the subject matter hereof. Any modification or amendment to <br /> this Agreement shall be effective only if in writing and executed by each of the parties . <br /> 8 .4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and <br /> obligations under this Agreement without the prior written consent of the other party. The terms <br /> hereof shall be binding upon and shall inure to the benefit of the parties hereto and their <br /> successors and assigns . <br /> 8 . 5 Notices . Any notice shall be deemed duly served if personally served or if mailed by <br /> certified mail , return receipt requested , or if sent via "overnight" courier service or facsimile <br /> transmission , as follows : <br /> If to Seller: Seller: Woody Family Holdings Inc. , <br /> Address : 6755 W . 82nd Avenue <br /> City, State , Zip : Vero Beach , FL 32967 <br /> Facsimile # <br /> If to County: Indian River County <br /> 184025 th Street, Vero Beach , FL 32960 <br /> Attn : Lesley Benyon <br /> Facsimile # (772 ) 226- 1988 <br /> Either party may change the information above by giving written notice of such change as <br /> provided in this paragraph . <br /> 8 . 6 Survival and Benefit. Except as otherwise expressly provided herein , each agreement , <br /> representation or warranty made in this Agreement by or on behalf of either party, or in any <br /> instruments delivered pursuant hereto or in connection herewith , shall survive the Closing Date <br /> and the consummation of the transaction provided for herein . The covenants , agreements and <br /> undertakings of each of the parties hereto are made solely for the benefit of, and may be relied <br /> on only by the other party hereto , its successors and assigns , and are not made for the benefit <br /> of, nor may they be relied upon , by any other person whatsoever. <br /> 8 . 7 Attorney's Fees and Costs . In any claim or controversy arising out of or relating to this <br /> Agreement, each party shall bear its own attorney's fees , costs , and expenses . <br /> 8 . 8 . Counterparts . This Agreement maybe executed in two or more counterparts, each one of <br /> which shall constitute an original . <br /> 8. 9 . County Approval Required : This Agreement is subject to approval by the Indian River <br /> County as set forth in paragraph 2 . <br /> 8 . 10 Beneficial Interest Disclosure : In the event Seller is a partnership , limited partnership , <br /> 4 <br />