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performance. A waiver of any breach under this Agreement by any party, unless otherwise <br />expressly declared in writing, shall not be a continuing waiver or waiver of any subsequent <br />breach of the same or other provision of this Agreement. The provisions of this Section shall <br />survive the Closing. <br />12.6 Governing Law. The laws of the State (without regard to conflicts of law) shall govern <br />the validity, construction, enforcement and interpretation of this Agreement. <br />12.7 Further Acts. In addition to the acts and deeds recited in this Agreement and <br />contemplated to be performed, executed, and/or delivered under this Agreement, Seller and <br />Buyer agree to perforin; execute and/or deliver or cause to be delivered, executed and/or <br />delivered at Closing or after Closing all further acts, deeds, and assurances reasonably necessary <br />to consummate the transactions contemplated hereby. <br />12.8 Notices. All notices, demands, requests, and other communications required or permitted <br />hereunder shall be in writing. All such notices, demands, requests and other communications <br />(and copies thereof) shall be deemed to be delivered: (a) if sent by messenger, upon personal <br />delivery to the party to whom the notice is directed; (b) if sent by facsimile or other electronic <br />transmission, upon delivery (but only so long., as a copy of the notice is also sent by another <br />method provided for in this Section 12.8); (c) if sent by overnight courier, with request for next <br />Business Day delivery, on the next Business Day after sending; or (d) whether actually received <br />or not, two (2) Business Days after deposit in! a regularly maintained receptacle for the United <br />States mail, registered or certified, return receipt requested, postage prepaid, addressed as <br />follows (or to such other address as the parties may specify by notice given pursuant to this <br />Section): <br />TO SELLER: c/d Rialto Capital Advisors, LLC <br />790 NW 107th Avenue, 4th Floor <br />Miami FL 33172 <br />Attention: Greg Hogan <br />Telephone No. 305- 485-2518 <br />Facsimile No. 305- 485-2724 <br />E-mail Address: greg.hogan@rialtocapital.com <br />WITH A COPY TO: Bilzin Sumberg Baena Price & Axelrod LLP <br />1450 Brickell Avenue, 23rd Floor <br />Miami, Florida 33131 <br />Attention: Jon Chassen, Esq. <br />Telephone No. 305-350-7270 <br />Facsimile No. 305-351-2270 <br />E-mail Address: jchassen@bilzin.com <br />TO BUYER: <br />MIAMI 2957652.8 79037/33274 <br />Indian River County <br />Attention: Vincent M. Burke <br />Utilities Director <br />1801 27th Street <br />18 <br />