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Original <br />7.2.1 All costs necessary to cure title defect(s) or encumbrances, other than the <br />Permitted Exceptions, and to satisfy or release of record all existing mortgages, liens or <br />encumbrances upon the Property. <br />8. Miscellaneous. <br />8.1 Controlling Law. This Agreement shall be construed and enforced in accordance <br />with the laws of the State of Florida. Venue shall be in Indian River County for all state <br />court matters, and in the Southern District of Florida for all federal court matters. <br />8.3 Entire Agreement. This Agreement constitutes the entire agreement between the <br />parties with respect to this transaction and supersedes all prior agreements, written or <br />oral, between the Seller and the County relating to the subject matter hereof. Any <br />modification or amendment to this Agreement shaii be effective only if in writing and <br />executed by each of the parties. <br />8.4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and <br />obligations under this Agreement without the prior written consent of the other party. The <br />terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and <br />their successors and assigns. <br />8.5 Notices. Any notice shall be deemed duly served if personally served or if mailed <br />by certified mail, return receipt requested,or if sent via "overnight" courier service or <br />facsimile transmission, as follows: <br />If to Three Dogs: Three Dogs & A Horse, LLC <br />Attention: Audrey Graves Sexton <br />4555 13th Street, SW <br />Vero Beach, FL 32968 <br />If to the Trust: Audrey Graves Sexton Trust <br />c/o Audrey Graves Sexton, Trustee <br />4555 13th Street SW <br />Vero Beach, FL 32968 <br />If to County: Indian River County <br />1801 27th Street <br />Vero Beach, FL. 32960 <br />Attn: Land Acquisition/Louise Gates <br />Either party may change the information above by giving written notice of such change as <br />provided in this paragraph. <br />8.6 Survival and Benefit. Except as otherwise expressly provided herein, each <br />agreement, representation or warranty made in this Agreement by or on behalf of either <br />44 <br />