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3. Purchase Price; Effective Date. Cumberland shall pay the County TWENTY- FIVE THOUSAND dollars ($25,000.) for the Property (the Purchase Price). The Purchase Price shall be paid on the Closing Date (as such term is hereinafter defined). The Effective Date of this Agreement shall be the latter of the date upon which the County shall have approved the execution of this Agreement, by the Indian River County Board of County Commissioners, at a formal meeting of such Board, 4. Representations of the County. To the best belief of the County, the County is the owner of its interests in, and has good right, title and authority to convey and transfer its interests in the Property to Cumberland. 5. From and after the Effective Date of this Agreement, the County shall take no action which would impair, or otherwise affect, title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of Cumberland. 6. Closing. The closing of the transaction contemplated herein (the "Closing' and 'Closing Date") shall take place within 30 days following the Effective Date of this Agreement where upon the Purchase Price shall be promptly delivered by Cumberland to the County. Cumberland and the County shall each deliver to the other such other documents or instruments as may reasonably be required for the Closing of this transaction, including any reasonably requested corrective documents. 7. Miscellaneous. 7.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to this transaction and supersedes all prior agreements written or oral, between Cumberland and the County, relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the Parties. 7.3 Assignment and Binding Effect. Neither the County nor Cumberland may assign its rights and obligations under this Agreement without the prior written consent of the other Party. The terms hereof shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and assigns. 7.4 Notices Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight' courier service or facsimile transmission, as follows: If to Cumberland: Cumberland Farms, Inc. 100 Crossing Blvd Framingham MA 01702 Attn General Counsel ORLDOCS 13368037 2 2 Cumberland Farms, Inc. 100 Crossing Blvd. Framingham MA 01702 Attn Real Estate Dept.