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r. v x "I 11U. V l I I I. V <br />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 Condemnation. In the event that all or any part of the Property shall be acquired or <br />condemned for any public or quasi -public use or purpose, or if any acquisition or <br />condemnation proceedings shall be threatened or begun prior to the Closing of this <br />transaction, County shall have the option to either terminate this Agreement, and the <br />ebligatiens eF all "ereundep shall ceaseo v, to proceed, subject to alluthertarms-, <br />covenants, conditions, representations and warranties of this Agreement, to the Closing of <br />the transaction contemplated hereby and receive title to the Property; receiving, however, <br />any and all damages, awards or other compensation arising from or attributable to such <br />acquisition or condemnation proceedings. County shall have the right to participate in any <br />such proceedings.. <br />8.3 Entire Agreement. This Agreement constitutes the entire agreement between the <br />parties with respect to this transaction and supersedes all prior agreements, written or <br />oral, between the Seller and the County relating to the subject matter hereof. Any <br />modification or amendment to this Agreement shall be effective only if in writing and <br />executed by each of the parties. <br />8.4 Assignment and Binding Effect. Neither County nor Seller 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 />8.5 blotices, 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 Seller: The Banack Family Ltd, Partnership <br />6125 Atlantic Blvd. <br />Vero Beach, FL, 32966 <br />If to Seller's Attorney: Fixel, Maguire & Willis <br />1010 Executive Center Dr. <br />Suite 121 <br />Orlando, FL, 32803 <br />