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9. Miscellaneous. 9.1 Controllinq 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 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered into by Lipfert under the threat and in lieu of condemnation. 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 Lipfert and the County 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 County nor Lipfert 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 Lipfert: Fredrick Lipfert 2536 1 st Street Vero Beach, FL 32962 If to :County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director 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 and the consummation of the transaction provided for herein. The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by the M