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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 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 />8.2 Entire Agreement. This Agreement constitutes the entire agreement between the <br />parties with respect to this transaction and supersedes all prior agreements, written or oral, <br />between the County and HFH relating to the subject matter hereof. Any modification or <br />amendment to this Agreement shall be effective only if in writing and executed by each of <br />the parties. <br />8.3 Assignment and Binding Effect. Neither HFH nor County 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 />8.4 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 HFH: Indian River County Habitat for Humanity, Inc. <br />Attention Trevor J. Loomis <br />4568 North US Highway 1 <br />Vero Beach, A 32967 <br />If to County: Indian River County Attorney's Office <br />1801 27th Street <br />Vero Beach, FL. 32960 <br />Phone: 772-226-1426 Fax: 772-569-4317 <br />bdebraal@ircgov.com <br />Either party may change the information above by giving written notice of such change as <br />provided in this paragraph. <br />8.5 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 />party, or in any instruments delivered pursuant hereto or in connection herewith, shall <br />survive the Closing Date and the consummation of the transaction provided for herein. <br />The covenants, agreements and undertakings of each of the parties hereto are made <br />-4- <br />