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ARTICLE VII <br />GENERAL PROVISIONS <br />SECTION 7.01. TIME 18 OF THE ESSENCE. Time is of the essence <br />in this Agreement. Time periods specified in this Agreement shall <br />expire at midnight on the date stated unless the parties agree in <br />writing to a different date or time. Any time period provided for <br />herein which ends on Saturday, Sunday or a legal holiday shall <br />extend to 5:00 p.m. on the next business day. <br />SECTION 7.02. APPLICABLE LAW; JURISDICTION AND VENUE. <br />(A) This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Florida. <br />(B) The parties to this Agreement expressly consent to the <br />jurisdiction of and agree to suit in any court of general <br />jurisdiction in the State of Florida, whether state, local or <br />federal, and further agree that venue shall lie in Indian River <br />County, Florida. <br />SECTION 7.03. FAILURE OF PERFORMANCE. <br />(A) A breach of this Agreement shall mean a material failure <br />to comply with any of the provisions of this Agreement. If any <br />party breaches any obligation herein, then, upon receipt of written <br />notice by the non -breaching party, the breaching party shall <br />proceed diligently and in good faith to take all reasonable actions <br />to cure such breach and shall continue to take all such actions <br />until such breach is cured. <br />(B) If either party fails, neglects or refuses to perform <br />this Agreement, the non -breaching party may seek specific <br />24 Of 28 <br />