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9.1 Controlling Law. This Agreement shall be construed and enforced in acc <br />laws of the State of Florida. Venue shall be in Indian River County for all stal <br />and in the Southern District of Florida for all federal court matters. <br />9.2 Condemnation. In the event that all or any part of the Property shall <br />condemned for any public or quasi -public use or purpose, or if any acquisition o <br />proceedings shall be threatened or begun prior to the Closing of this transacti( <br />have the option to either terminate this Agreement, and the obligations of all pE <br />shall cease, or to proceed, subject to all other terms, covenants, conditions, repr <br />warranties of this Agreement, to the Closing of the transaction contemplated hei <br />title to the Property; receiving, however, any and all damages, awards or othe <br />arising from or attributable to such acquisition or condemnation proceedings. C <br />the right to participate in any such proceedings. <br />9.3 Entire Agreement. This Agreement constitutes the entire agreement bE <br />with respect to this transaction and supersedes all prior agreements, written or <br />Seller and the County relating to the subject matter hereof. Any modification <br />this Agreement shall be effective only if in writing and executed by each of th <br />9.4 Assignment and Binding Effect, Neither County nor Seller may ass <br />obligations under this Agreement without the prior written consent of the other <br />hereof shall be binding upon and shall inure to the benefit of the parties <br />successors and assigns. <br />9.5 Notices. Any notice shall be deemed duly served if personally se <br />certified mail, return receipt requested, or if sent via "overnight" courier <br />transmission, as follows: <br />If to Seller: Ken McKellar <br />125 Ocean Way <br />Vero Beach, FL 32963 <br />Facsimile # <br />If to County: Indian River County <br />Attn: Steven Doyle, P.E. <br />Assistant Utilities Director <br />184025 th Street, Vero Beach, <br />Facsimile # (772) 770-5095 <br />FL 32960 <br />Either party may change the information above by giving written notice of <br />provided in this paragraph. <br />9.6 Survival and Benefit. Except as otherwise expressly provided herein, e <br />representation or warranty made in this Agreement by or on behalf of either <br />instruments delivered pursuant hereto or in connection herewith, shall survive t <br />and the consummation of the transaction provided for herein. The covenants, <br />undertakings of each of the parties hereto are made solely for the benefit of, ar <br />on only by the other party hereto, its successors and assigns, and are not mad <br />of, nor may they be relied upon, by any other person whatsoever. <br />4 <br />dance with the <br />court matters, <br />be acquired or <br />condemnation <br />n, County shall <br />rties hereunder <br />:sentations and <br />eby and receive <br />compensation <br />)unty shall have <br />Feen the parties <br />al, between the <br />amendment to <br />parties. <br />its rights and <br />rty. The terms <br />reto and their <br />or if mailed by <br />me or facsimile <br />ch change as <br />ich agreement, <br />)arty, or in any <br />ie Closing Date <br />greements and <br />1 may be relied <br />for the benefit <br />