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Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; <br /> receiving, however, any and all damages, awards or other compensation arising from or attributable <br /> to such 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 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" courier service, as follows: <br /> If to Seller: Lazy J LLC, a Florida limited liability company <br /> Gerald E. Hamel <br /> 1075 16`h Avenue <br /> Vero Beach, Florida 32960 <br /> If to County: Indian River County <br /> 1841 27'h Street, Vero Beach, FL 32960 <br /> Attn: Bob 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 Indian River County as <br /> 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 /> FAEngineering\Robert Webb\43rd ave .capital\43rd Ave\43rd A9e_Land AcquisitionTurchase Agreemmt. IazyjIle 124-43rd.doc <br />