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8 . Miscellaneous. <br /> 8 . 1 Controlling Law. This Agreement shall be construed and enforced in <br /> accordance with the laws of the State of Florida. Ventre shall be in Indian River County for all <br /> state court matters, and in the Southern District of Florida for all federal court matters. <br /> 8 .2 Entire Agreement. This Agreement constitutes the entire agreement <br /> between the parties with respect to this transaction and supersedes all prior agreements, written or <br /> oral, between the Seller and the County relating to the subject matter hereof. Any modification or <br /> amendment to this Agreement shall be effective only if in writing and executed by each of the <br /> parties . <br /> 8 . 3 Assignment and Binding Effect. Neither County nor Seller may assign its <br /> rights and obligations under this Agreement without the prior written consent of the other party. <br /> The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and <br /> their successors and assigns . <br /> 8 . 4 Notices . Any notice shall be deemed duly served if personally served or if <br /> mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or <br /> facsimile transmission, as follows : <br /> If to Seller: Vero Investment 53 , LLC <br /> Address : 231 West Park Avenue <br /> Winter Park, FL 32789 <br /> If to County: Indian River County <br /> 1801 271h Street <br /> Vero Beach, FL 32960 <br /> Attention: Robert Webb , Land Acquisition <br /> Either party may change the information above by giving written notice of such <br /> change as provided in this paragraph. <br /> 8 . 5 Survival and Benefit. Except as otherwise expressly provided herein, each <br /> agreement, representation or warranty made in this Agreement by or on behalf of either party, or <br /> in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing <br /> Date and the consummation of the transaction provided for herein. The covenants, agreements <br /> and undertalcings of each of the parties hereto are made solely for the benefit of, and may be <br /> relied on only by the other party hereto , its successors and assigns, and are not made for the <br /> benefit of, nor may they be relied upon, by any other person whatsoever. <br /> 8 . 6 Attorney' s Fees and Costs. In the event of any dispute arising from or out <br /> of this Agreement or any addendum hereto , the prevailing party shall be entitled to recover <br /> attorney' s fees and costs from the non-prevailing party. <br /> 3 <br />