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9.1 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. 9.2 Condemnation. In the event that all or any part of the Property shall be acquired or condemned for any public or quasi-public use or purpose, or if any acquisition or condemnation proceedings shall be threatened or begun prior to the Closing of this transaction, Buyer shall have the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, or to proceed, subject to all other terms, covenants, conditions, representations and warranties of this Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; receiving, however, any and all damages, awards or other compensation arising from or attributable to such acquisition or condemnation proceedings. Buyer shall have the right to participate in any such proceedings. 9.3 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 Seller and Buyer 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. 9.4 Assignment and Binding Effect. Neither Buyer nor Seller 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. 9.5 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 Buyer: Sunshine Rehabilitation Center of Indian River County, Inc. 170517 th Avenue, Vero Beach, FL 32960 Attn: Mr. Chris Beal . Facsimile # (772) 562-3153 With a Copy to: Rossway Moore & Taylor, P.L.C. 5070 N. Hwy A1A, Suite 200 Vero Beach, Florida 32963 Attn: Douglas Case, Esq. / Keiii M. Salo, Esq. If to Seller: Indian River County 184025 th Street, Vero Beach, FL 32960 Attn: Joseph A. Baird, County Administrator Facsimile# (772) 778-9391 Either party may change the information above by giving written notice of such change as provided in this paragraph. 9.6 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party,or in any instruments delivered pursuant hereto or in connection herewith,shall survive the Closing Date 4