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such taxes established by the taxing authority having jurisdiction over the Property. If the <br />Closing Date occurs between January 1 and November 1, MWI shall, in accordance with <br />Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount <br />equal to the current real estate taxes and assessments, prorated to the Closing Date. <br />9. Miscellaneous. <br />9.1 Controlling Law. This Agreement shall be construed and enforced in <br />accordance with the laws of the State of Florida. Venue shall be in Indian River <br />County for all state court mattes, and in the Southern District of Florida for all <br />federal court matters. <br />9.2 Entire Agreement. This Agreement constitutes the entire agreement <br />between the parties with respect to this transaction and supersedes all prior <br />agreements, written or oral, between the District and MWI relating to the subject <br />matter hereof. Any modification or amendment to this Agreement shall be effective <br />only if in writing and executed by each of the parties. <br />9.3 Assignment and Binding Effect. Neither MWI nor the District may assign its <br />rights and obligations under this Agreement without the prior written consent of the <br />other party. The terms hereof shall be binding upon and shall inure to the benefit <br />of the parties hereto and their successors and assigns. <br />9.4 Notices. Any notice shall be deemed duly served if personally served <br />or if mailed by certified mail, return receipt requested, or if sent via "overnight" <br />courier service or facsimile transmission, as follows: <br />If to MWI: MWI Corporation <br />33 NW 2nd Street <br />Deerfield Beach, FL 33441 <br />Attn: Marc Boudet <br />If to the District: Indian River County Solid Waste Disposal District <br />1801 27th Street <br />Vero Beach, FL 32960 <br />Attn: Utilities Director <br />Either party may change the information above by giving written notice of such <br />change as provided in this paragraph. <br />9.5 Survival and Benefit. Except as otherwise expressly provided herein, <br />each agreement, representation or warranty made in this Agreement by or on <br />behalf of either party, or in arty instruments delivered pursuant hereto or in <br />connection herewith, shall survive the Closing Date and the consummation of the <br />transaction provided for herein. The covenants, agreements and undertakings of <br />each of the parties hereto are made solely for the benefit of, and may be relied on <br />179 <br />