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is entered by SELLER under the threat and in lieu of condemnation . <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 41 courier service or facsimile <br /> transmission , as follows : <br /> If to Seller : Matthew Rohrbach, <br /> Real Estate Specialist <br /> CNL Net Lease Funding 2001 , LP <br /> 8377 E . Hartford Dr . Suite 200 <br /> Scottsdale, AZ 85255 <br /> If to County : Indian River County <br /> 1801 27 ` h Street , Vero Beach , FL 32960 <br /> Attn : Robert Webb Land Acquisition <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 /> instruments delivered pursuant hereto or in connection herewith , shall survive the Closing Date and <br /> the consummation of the transaction provided for herein . The covenants , agreements and <br /> undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on <br /> only by the other party hereto , its successors and assigns , and are not made for the benefit of, nor <br /> may they be relied upon , by any other person whatsoever . <br /> 8 . 7 Attorney ' s Fees and Costs . In any claim or controversy arising out of or relating to this <br /> Agreement, each party shall bear its own attorney ' s fees , costs and expenses . <br /> 8 . 8 . Counterparts . This Agreement may be executed in two or more counterparts , each one of <br /> which shall constitute an original . <br /> 8 . 9 . County Approval Required : This Agreement is subject to approval by the Indian River <br /> County Board of County Commissioners as set forth in paragraph 2 . <br /> 8 . 10 Beneficial Interest Disclosure : In the event Seller is a partnership , limited partnership , <br /> corporation , trust, or any form of representative capacity whatsoever for others , Seller shall provide a <br /> fully completed , executed , and sworn beneficial interest disclosure statement in the form attached to <br /> this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section <br /> 286 . 23 prior to approval of this Agreement by the County . However , pursuant to Florida Statutes <br /> Section 286 . 23 ( 3 ) ( a) , the beneficial interest in any entity registered with the Federal Securities and <br /> Exchange Commission, or registered pursuant to Chapter 517 , Florida Statutes , whose interest is for <br /> sale to the general public , is exempt from disclosure ; and where the Seller is a non - public entity, that <br /> 3 <br />