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obligations of all parties hereunder shall cease, or to proceed, subject to all other terms, <br />covenants, conditions, representations and warranties of this Agreement, to the Closing of <br />the transaction contemplated hereby and receive title to the Property; receiving, however, <br />any and all damages, awards or other compensation arising from or attributable to such <br />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 <br />parties with respect to this transaction and supersedes all prior agreements, written or <br />oral, between the Seller and the County relating to the subject matter hereof. Any <br />modification or amendment to this Agreement shall be effective only if in writing and <br />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 <br />terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and <br />their successors 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 or facsimile <br />transmission, as follows: <br />If to Seller: William and Eva Graves IV <br />6655 8th Street <br />Vero Beach. FL 32968 <br />If to County: Indian River County <br />1801 27th Street <br />Vero Beach, FL 32960 <br />Attn: Land Acquisition/Louise Gates <br />Either party may change the information above by giving written notice of such change as <br />provided 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 <br />Date and the consummation of the transaction provided for herein. The covenants, <br />agreements and undertakings of each of the parties hereto are made solely for the benefit of, <br />and may be relied on only by the other party hereto, its successors and assigns, and are not <br />made for the benefit of, nor may they be relied upon, by any other person whatsoever. <br />8.7 Attorney's <br />Fees and <br />Costs. <br />In <br />any <br />claim or controversy arising <br />out of or relating to this <br />Agreement, each <br />party shall bear <br />its <br />own <br />attorney's fees, costs, and <br />expenses. <br />8.8. Counterparts. This Agreement may be executed in two or more counterparts, each <br />one of which shall constitute an original. <br />8.9. County Approval Required: This Agreement is subject to approval by the Indian River <br />a- <br />