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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 Controllinq 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 />8.2 Condemnation. In the event that all or any part of the Property shall be acquired or <br />condemned for any public or quasi -public use or purpose, or if any acquisition or <br />condemnation proceedings shall be threatened or begun prior to the Closing of this <br />transaction, County shall have the option to either terminate this Agreement, and the <br />obligations of all parties hereunder shall cease, or to proceed, subject to all other terms, <br />covenants, conditions, representations and warranties of this Agreement, to the Closing of <br />the transaction contemplated hereby and receive title to the Property; receiving, however, <br />any and all damages, awards or other compensation arising from or attributable to such <br />acquisition or condemnation proceedings. County shall have the right to participate in any <br />such proceedings. <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 shall 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 by <br />certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile <br />transmission, as follows: <br />If to Seller: Robert E. Hale <br />695 Old Dixie Highway S.W. <br />Vero Beach, FL 32962 <br />David DeBerry <br />553 SE 23rd Street <br />Vero Beach, FL 32962 <br />If to County: Indian River County <br />1801 27th Street <br />Vero Beach, FL. 32960 <br />Attn: Land Acquisition/Monique Filipiak <br />4 <br />