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party may change its address hereunder. 5. ATTORNEYS' FEES AND COSTS. '-rrr he event of any li igatinn aric_inn .wf Y- rocee Ings as y p any an a expense Te es 6. GOVERNING LAW, VENU AND JURISDIC N. This Agreement and alt transactions contemplated by this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida without regard to principles of conflicts of laws. Each of the parties irrevocably and unconditionally (a) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in the courts of record of the State Florida in Indian River County; (b) consents to the jurisdiction of such court in any such suit, action or proceeding; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in such court; and (d) agrees that service of any court paper may be effected on such party by mail as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in said State. 7. CAPTIONS. The descriptive captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision hereof. 8. INTEGRATION. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all other written or oral agreements, representations, documents, memoranda, and understandings between the parties relating to such subject matter. All other terms and provisions of the Contract not specifically mentioned herein shall merge with the transfer of title and shall not survive beyond the closing of the transaction contemplated by the Contract. 9. AMENDMENTS. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing, making specific reference to this Agreement, signed by the party against whom enforcement of any such amendment, supplement, waiver or modification is sought. 10. BINDING EFFECT. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective legal representatives, successors and assigns. 11. SEVERABILITY. If any part of this Agreement or any other Agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. Provided, however, that any provision which would be held invalid shall be first construed so as to render the clause valid and enforceable, and in accordance with the intentions of the parties as expressed by this Agreement. 12. THIRD PARTIES. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement. 4