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matters, and in the Southern District of Florida for all federal court matters . <br /> 8 . 2 Condemnation. In the event that all or any part of the Property shall be acquired or <br /> condemned for any public or quasi-public use or purpose, or if any acquisition or condemnation <br /> proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have <br /> the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, <br /> or to proceed, subject to all other terms, covenants, conditions, representations and warranties of this <br /> Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; <br /> receiving, however, any and all damages, awards or other compensation arising from or attributable <br /> to such acquisition or condemnation proceedings . County shall have the right to participate in any <br /> 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 this <br /> 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 successors <br /> 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: Roberto and Luz Ruiz <br /> Address : 4260 47th Avenue <br /> City, State, Zip : Vero Beach, Florida 32967 <br /> If to County: Indian River County <br /> 1840 25th Street, Vero Beach, FL 32960 <br /> Attn: Ron Callahan/Engineering Division <br /> Either party may change the information above by giving written notice of such change as provided <br /> 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 and <br /> 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 on <br /> only by the other party hereto , its successors and assigns, and are not made for the benefit of, nor <br /> 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 may be executed in two or more counterparts, each one of <br /> which shall constitute an original . <br /> 3 <br /> F:\Engineering\RonC\Word Docs\Ruiz - Purcbase Agreement.doc <br /> Standard Real Estate Agreement — Roberto and Luz Ruiz <br />