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to the Closing Date (except current taxes which are not yet due and payable) shall be paid by the <br /> Seller. If the Closing Date occurs during the time interval commencing on November 2 and ending <br /> on December 31 , Seller shall pay all current real estate taxes and special assessments levied against <br /> the Property, prorated based on the "due date" of such taxes established by the taxing authority <br /> having jurisdiction over the Property. If the Closing Date occurs between January 1 and November <br /> 1 , the Seller shall, in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the <br /> current real estate taxes and assessments, prorated to the Closing Date . <br /> 8 . Miscellaneous , <br /> 8 . 1 Controlling Law . This Agreement shall be construed and enforced in accordance with the <br /> laws of the State of Florida. Venue shall be in Indian River County for all state court matters , and in <br /> 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 condemnation <br /> proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have <br /> the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, <br /> or to proceed, subject to all other terms, covenants , conditions, representations and warranties of this <br /> Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; <br /> receiving, however, any and all damages , awards or other compensation arising from or attributable <br /> to such 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 parties <br /> with respect to this transaction and supersedes all prior agreements , written or oral, between the <br /> Seller and the County relating to the subject matter hereof. Any modification or amendment to this <br /> Agreement shall be effective only if in writing and 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 terms <br /> hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors <br /> and assigns . <br /> 8 . 5 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, as follows : <br /> If to Seller: Seller: Joel E . Beason <br /> Address : 3319 Shelby Street <br /> City, State, . Zip : The Villages , Florida 32162 <br /> If to County: Indian River County <br /> 1840 25h Street, Vero Beach, FL 32960 <br /> Attn : Ronald L. Callahan <br /> Either party may change the information above by giving written notice of such change as provided <br /> in this paragraph. <br /> 8 . 6 Survival and Benefit . Except as otherwise expressly provided herein, each agreement, <br /> representation or warranty made in this Agreement by or on behalf of either party, or in any <br /> 3 <br /> FAEngineering\RonC\Word Docs\Beason-bell Agreement. doc <br /> Standard Real Estate Agreement — Beason/Bell <br />