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4.4 Prior Relationship of Seller to Corporation. The seller has been involved as officer and shareholder or the Corporation. 4.5 Prior Relationship of Buyer to Corporation. The buyer is the Corporation. 4.6 Experience of Buyer. The buyer is familiar with the reputation of the corporation in this business and is familiar with the buyer's competition. 4.7 Intrastate Transaction. The buyer and seller are residents of Florida. The corporation is a Florida corporation. All negotiations and communications relating to this transaction took place within Florida. 4.8 Power of Buyer. The buyer has full power and authority to enter into and to consummate this agreement. 5. Conditions Precedent to Buyer's Obligation. The buyer's obligation to perform under this agreement shall be subject to the satisfaction of the following conditions before or contemporaneously with closing: None 6. Governing Law. This agreement shall be governed in its enforcement, construction, and interpretation by the laws of the state of Florida. 7. Invalidity of Provisions. The unenforceability, for any reason, of any term, condition, covenant, or provision of this agreement shall neither limit nor impair the operation, enforceability, or validity of any other terms, conditions, provisions, or covenants of the agreement. 8. Good Faith Efforts. The seller and the buyer covenant to use their best efforts both before and after closing in good faith to comply with the provisions of this agreement. 9. Entire Agreement. This agreement constitutes the entire agreement of the parties and may not be amended or modified except in a writing signed by both parties. All prior understandings and agreements between the parties are merged in this agreement, which alone fully and completely expresses their understanding. 10. Successors. This agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns, and personal representatives. 11. Construction. This agreement shall not be construed against either party regardless of who is responsible for its drafting. PJ-