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19. WAIVER. Failure of either Party to insist upon strict performance of any covenant <br />or condition of this Agreement, or to exercise any right herein contained, shall not be <br />construed as a waiver or relinquishment for the future of any such covenant, condition or <br />right; but the same shall remain in full force and effect. <br />20. AGREEMENT EFFECTIVE. This Agreement or any modification, amendment, or <br />alteration thereto, shall not be effective or binding upon any of the Parties hereto until it <br />has been executed by all of the parties after approval by the Sunny Isles Beach City <br />Commission. <br />21. ADDENDUM. Any addendum attached hereto that is signed by the Parties shall <br />be deemed a part of this Agreement. <br />22. NOTICE. Whenever either Party desires or is required to give notice unto the <br />other, it must be given by written notice, and either delivered personally, mailed postage <br />prepaid, or sent by overnight courier to the appropriate address indicated on the first page <br />of this Agreement, or such other address or electronic mail address as may be designated <br />in writing by a Party to this Agreement. <br />23. SURVIVAL. The covenants, warranties, representations, indemnities, and <br />undertakings of Sellers set forth in this Agreement shall survive the Closing, the delivery <br />and recording of the deed described in paragraph 7 of this Agreement and Purchaser's <br />possession of the Property. <br />24. APPLICABLE LAW. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Florida. The parties hereto consent to jurisdiction <br />and venue in Miami -Dade County, Florida, and agree that such jurisdiction and venue <br />shall be sole and exclusive for any and all actions or disputes related to this Agreement <br />or any related instruments. <br />25. COUNTERPARTS. This Agreement may be executed in one or more counterparts, <br />each of which shall be deemed an original, but all of which together shall constitute one <br />and the same instrument. <br />26. INTERPRETATION. Whenever the context hereof shall so require, the singular <br />shall include the plural, the male gender shall include the female gender and neuter and <br />vice versa.. This Agreement and any related instruments shall not be construed more <br />strictly against one Party than against the other by virtue of the fact that initial drafts were <br />made and prepared by counsel for one of the Parties, it being recognized that this <br />Agreement and any related instruments are the product of extensive negotiations <br />between the Parties hereto and that both Parties hereto have contributed substantially <br />and materially to the final preparation of this Agreement and all related instruments. <br />27. AUTHORITY OF PARTIES. Sellers and Purchaser represent to each other that <br />each has full power and authority to enter into and perform this Agreement, all related <br />10 <br />Purchaser Sellers <br />356 <br />