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8 . 0 Miscellaneous , <br /> 8 . 1 Controlling Law . This Agreement shall be construed and enforced in accordance with the laws <br /> of the State of Florida. Venue shall be in Indian River County for all state court matters, and in <br /> 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 condemned <br /> for any public or quasi -public use or purpose , or if any acquisition or condemnation proceedings <br /> shall be threatened or begun prior to the Closing of this transaction, County shall have the option to <br /> either terminate this Agreement, and the obligations of all parties hereunder shall cease , or to <br /> 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 with <br /> respect to this transaction and supersedes all prior agreements , written or oral , between the Seller <br /> 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 BindingEffect.ffect. Neither County nor Seller may assign its rights and obligations <br /> under this Agreement without the prior written consent of the other party. The terms hereof shall be <br /> binding upon and shall inure to the benefit of the parties hereto and their successors and assigns . <br /> 8 . 5 Notices . Any notice shall be deemed duly served if personally served or if mailed by certified <br /> mail , return receipt requested, or if sent via "overnight" courier service, as follows . <br /> If to Seller : Schacht & Company, Inc . <br /> 6100 12th Street <br /> Vero Beach, Florida 32968 <br /> If to County : Indian River County <br /> 1801 27th Street, Vero Beach, FL 32960 <br /> Attn : Bob Webb Land Acquisition <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 . 7Attorney ' s Fees and Costs . In any claim or controversy arising out of or relating to <br /> 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 which <br /> FAEngineering\Robert Webb\Schacht4th St.retentionpurchaseag3e. doe <br />