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8 . 2 Condemnation . In the event that all or any part of the Property shall be acquired or condemned for any public or quasi - public use or purpose , or if any acquisition or condemnation proceedings shall be threatened or begun prior to the Closing of this transaction , County shall have the option to either terminate this Agreement , and the obligations of all parties hereunder shall cease , orto proceed , subject to all other terms , covenants , conditions , representations and warranties of this Agreement , to the Closing of the transaction contemplated hereby and receive title to the Property; receiving , however, any and all damages , awards or other compensation arising from or attributable to such acquisition or condemnation proceedings . County shall have the right to participate in any such proceedings . 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 Bindinq 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 , as follows : If to Seller: Seller: Visions II , Inc . Attn : Michael G . Gaich Address : 190 S . Sykes Creek Parkway City , State , Zip : Merritt Island , Florida 32952 If to County: Indian River County Administration 1840 25"' Street Vero Beach , Florida 32960 Attn : Ron Callahan , Engineering Division Either party 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 party , 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. 4 5/20/2004F :\Engineering\RonC\Word Docs\Eckerd Drugs CR 510 Agreement.doc