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11.7. Further Assurances. <br />Each party hereto shall execute any and all further documents or instruments that either party <br />hereto may deem reasonably necessary to carry out the proper purposes of this Agreement. This <br />provision shall survive the Closing. <br />11.8. GOVERNING LAW AND WAIVER OF JURY TRIAL. <br />THIS AGREEMENT IS MADE IN AND SHALL BE GOVERNED BY THE LAWS OF THE <br />STATE OF FLORIDA, AND ANY LEGAL ACTION RELATING TO OR ARISING OUT OF THIS <br />AGREEMENT SHALL BE COMMENCED AND MAINTAINED EXCLUSIVELY IN THE STATE OF <br />FLORIDA CIRCUIT COURT FOR THE NINTH JUDICIAL CIRCUIT IN ORLANDO, FLORIDA (OR <br />IF SUCH COURT SHALL NOT HAVE JURISDICTION OF THE SUBJECT MATTER THEREOF, <br />THEN IN SUCH OTHER COURT SITTING IN ORANGE COUNTY, FLORIDA AND HAVING <br />SUBJECT MATTER JURISDICTION). THE PARTIES HERETO CONSENT TO THE <br />JURISDICTION OF SUCH COURT AND TO THE SERVICE OF PROCESS OUTSIDE THE STATE <br />OF FLORIDA PURSUANT TO THE REQUIREMENTS OF SUCH COURT IN ANY MATTER <br />SUBMITTED TO IT, AND THEY EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY <br />REGARDING SUCH MATTER. <br />11.9. Entire Agreement; No Offer. <br />This Agreement contains the entire agreement of Seller and Purchaser with respect to the subject <br />matter hereof, and no representations, warranties, inducements, promises or agreements, oral or <br />otherwise, between the parties not embodied in this Agreement shall be of any force or effect. All prior <br />agreements or communications are and shall be merged into this Agreement and shall have no force or <br />effect. Neither any submission of this Agreement by one party to the other, nor any correspondence or <br />other communications between the parties in connection therewith, is intended or shall be deemed to <br />constitute an offer of any kind or to create any obligations between the parties unless and until one or <br />more duplicates of this Agreement has been fully executed and delivered between the parties. <br />Accordingly, any such submission or communications or correspondence between the parties or their <br />respective agents or attorneys is intended only as non-binding discussions, and either party shall have the <br />absolute right to withdraw from such discussions without any liability whatsoever to the other party. <br />11.10. Severability. <br />If any clause or provision of this Agreement is illegal, invalid or unenforceable under applicable <br />present or future laws effective during the term of this Agreement, the remainder of this Agreement shall <br />not be affected. In lieu of each clause or provision of this Agreement which is illegal, invalid or <br />unenforceable, there shall be added as a part of this Agreement a clause or provision as nearly identical as <br />may be possible and as may be legal, valid and enforceable. Notwithstanding the foregoing, in the event <br />any clause or provision of this Agreement is illegal, invalid or unenforceable as aforesaid and the effect of <br />such illegality, invalidity or unenforceability is that either party no longer has the substantial benefit of its <br />bargain under this Agreement, then, in such event, such party may in its discretion cancel and terminate <br />this Agreement provided such party exercises such right within a reasonable time after such occurrence. <br />11.11. Counterparts; Duplicate Originals; Facsimiles, <br />This Agreement may be executed in several counterparts, each of which shall be deemed an <br />original, and all of such counterparts together shall constitute one and the same instrument. This <br />Agreement may be executed in any number of duplicate originals and each such duplicate original shall <br />be deemed to constitute but one and the same instrument. In addition, this Agreement shall be deemed <br />January 8,'_008 16 <br />