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BK : 2182 PG : 146 and Grantee are unable , in good faith , to agree to terms of an acquisition of the lax Parcel , or such interest therein or portion thereof as applicable , within 120 calendar days , Grantor shall send written notice thereof to Grantee (" Paragraph 20 Notice " ) . Thereafter , Grantor may sell the Tax Parcel free of the right granted herein ; provided , however , that closing on such sale shall occur within one year of the date of the Paragraph 20 Notice . Notwithstanding the foregoing , Grantee may avail itself of all of its remedies hereunder should Grantee disagree with the Paragraph 20 Notice . If the Tax Parcel , or such portion thereof or interest therein as is applicable , has not sold within one year after Grantee ' s notice to Grantor that Grantee does not intend to negotiate acquisition of the property or within one year after failure to reach agreernent to terms of an acquisition , then any intent to sell the Property thereafter shall require renewed notice to Grantee . This right of notice shall not be triggered by sales or transfers between Grantor and lineal descendants of Waldo Sexton (the " Sextons " ) or entities in which the Sextons own a majority of the controlling interests . In the event Grantee acquires the fee interest in the Property , this Conservation Easement shall riot merge into the fee simple estate , and Indian River County as Grantee covenants to take all necessary steps to assure that the estates do not merge . 21 . Amendment of Conservation Easement. This Conservation Easement may be amended only with the written consent of Grantee and Grantor and with the approval of Indian River County Commission if Indian River County is no longer the Grantee . Any such amendment shall be consistent with the Purpose of this Conservation Easement and shall comply with the Florida StatUte s or any regulations promulgated thereunder . Any such amendment shall be duly recorded . 22 . Condemnation ; Proceeds . (a) Condemnation of the Property shall be based on a fair market value of the unencumbered fee ; provided , however, that pursuant to Florida Statutes section 704 .06 ( 11 ) , in any legal proceeding to condemn land for the purpose of construction and operation of a linear facility as described in Florida Statutes section 704 . 06 ( l 1 ) , the court shall consider the public benefit provided by the Conservation Easement and linear facilities in determining which lands may be taken and the compensation paid . ( b) Grantee shall receive its Proportionate Share as defined below. The grant of this Conservation Easement gives rise to a property right , immediately vested in Grantee , which , for purposes of calculating proceeds from a sale or other disposition of the Property in this Conservation Easement , shall have a value equal to the greater of the appraised fair market value of the Conservation Easement at the time of the condemnation or the proportionate value that the Conservation Easement at the time of its grant bears to the value of the Property as a whole at that time (the " Proportionate Share" ) . The Proportionate Share is determined by dividing the fair market value of this Conservation Easement , calculated as of the date hereof, by the unencumbered fair market value of the Property , also calculated as of the date hereof. The Proportionate Share is 67 . 31 % (sixty-seven and thirty-one/one hundredths percent) . The Proportionate Share shall remain constant (subject to reasonable adjustment to the 14