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proceedings shall be threatened or begun prior to the Closing of this transaction , County shall have the option to either terminate this Agreement , and the obligations of all parties hereunder shall cease , or to proceed , subject to all other terms , covenants , conditions , representations and warranties of this Agreement , to the Closing of the transaction contemplated hereby and receive title to the Property ; receiving , however , any and all damages , awards or other compensation arising from or attributable to such acquisition or condemnation proceedings . County shall have the right to participate in any such proceedings . 8 . 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 the Seller 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 . 8 . 4 Assignment and Binding Effect . Neither County nor Seller may assign its rights and obligations under this Agreement without the prior written consent of the other party . The terms hereof shell be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns . 8 . 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 Seller : Holiday Builders , Inc . 2293 W . Eau Gallie Boulevard , Melbourne , Florida 32935 Attn : Richard W . Hawkes If to County : Indian River County 184025 1h Street , Vero Beach , FL 32960 Attn : William M . Napier , Right-of-Way Agent Facsimile # ( 772 ) 778 - 9391 Either party may change the information above by giving written notice of such change as provided in this paragraph . 8 . 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 other party hereto , its successors and assigns , and are not made for the benefit of, nor may they be relied upon , by any other person whatsoever . 8 . 7 Attorney' s Fees and Costs . In any claim or controversy arising out of or relating to this Agreement , each party shall bear its own attorney ' s fees , costs , and expenses . 8 . 8 . Counterparts , This Agreement may be executed in two or more counterparts , each one of which shall constitute an original . FAPublic Works\Capital Projects\Misc. Agreements\ValenciaPointe8thStRWI - t3 -05 . doc 4