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8.2 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered by SELLER under the threat and in lieu of condemnation. 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 shall 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: Seller: Vete Derisse Address: POB 701115 City, State, Zip : Vero Beach, Florida 32970-0005 If to County: Indian River County 1801 27th Street, Vero Beach, FL 32960 Attn: Louise Gates, Land Acquisition Specialist Either parry 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 patty, 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 . 8 .9. County Approval Required: This Agreement is subject to approval by the Indian River County Board of County Commissioners as set forth in paragraph 2. 8. 10 Beneficial Interest Disclosure: In the event Seller is a partnership, limited partnership, corporation, trust, or any form of representative capacity whatsoever for others, Seller shall provide a fully completed, executed, and sworn beneficial interest disclosure statement in the form attached to this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section 286.23 prior to approval of this Agreement by the County. However, pursuant to Florida Statutes Section 286 .23 (3)(a), the beneficial interest in any entity registered with the Federal Securities and Exchange Commission, or registered pursuant to Chapter 517, Florida Statutes, whose interest is for 3 F:\Engineering\Louise\Louise Gates\Capital Projects\CR 510\Derisse, Vete\Purchase Agreemen104.04 .08.doc