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All the terms and provisions of this Agreement shall be binding upon, shall inure to the <br /> benefit of and shall be enforceable by the respective successors and assigns of the Buyer and <br /> Seller. <br /> 20. Entire Agreement. <br /> This Agreement constitutes the entire Agreement between the parties relative to the <br /> transaction contemplated herein and neither this Agreement nor any term or provision hereof <br /> may be changed or waived except by an instrument in writing and executed by Seller and <br /> Buyer. <br /> 21. Governing Law. <br /> This Agreement shall be interpreted and enforced in accordance with the laws of the <br /> State of Florida. <br /> 22. Notices. <br /> Notices under this Agreement shall be deemed served when sent by prepaid overnight <br /> courier or deposited in the United States mail, registered or certified mail, return receipt <br /> requested with sufficient postage and directed to the address specified as follows: <br /> SELLER: Gil Dezer, Manager <br /> Michael Dezer <br /> Dezer Development, LLC <br /> 18001 Collins Ave. 31st Floor <br /> Sunny Isles Beach, FL 33160 <br /> WITH COPY TO: Andrew Chesnick <br /> Dezer Universal, LLC <br /> 18001 Collins Avenue, 31st Floor <br /> Sunny Isles Beach, FL 33160 <br /> AND A COPY TO: David Shear,Esq. <br /> Arnstein& Lehr, LLP <br /> 200 S. Biscayne Blvd. Suite 3600 <br /> Miami,FL 33131 <br /> BUYER: Christopher J. Russo, City Manager <br /> 11 of 14 <br /> 112371632.2 <br />