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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 />