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validly delivered, and effective for all purposes, upon exchanging fully executed facsimile transmission copies of the Agreement. 11.12. Time of Essence. Time is of the essence of this Agreement. Anywhere a day certain is stated for payment or for performance of any obligation, the day certain so stated enters into and becomes a part of the consideration for this Agreement. Wherever a date specified in this Agreement shall fall on a Saturday, a Sunday or a legal holiday, as defined in Sections 683.01 and 683.02, Florida Statutes, that date shall be extended to the next succeeding day which shall not be a Saturday, a Sunday or another legal holiday as so defined. 11.13. Recording. Neither this Agreement nor any memorandum thereof may be recorded by Purchaser or Seller in any public records, without first obtaining the prior consent of the other of them, which consent may be withheld by either Seller or Purchaser in its sole and absolute discretion. Any attempted recordation of this Agreement or a memorandum thereof by either of Seller or Purchaser without having obtained the prior consent of the other of them shall, at the option of such other of them, constitute an act of material default hereunder and void this Agreement and all of such other's rights hereunder, save and except only for any Surviving Obligations. 11.14. Attomeys' Fees. In the event either party employs an attorney or brings an action against the other arising out of the terms of this Agreement, the prevailing party (whether such prevailing party has been awarded a money judgment or not) shall receive from the other party (and the other party shall be obligated to pay) the prevailing party's reasonable legal fees and expenses (including the fees and expenses of experts and para -professionals), whether such fees and expenses are incurred before, during or after any trial, re -trial, re -hearing, mediation or arbitration, administrative proceedings, appeals or bankruptcy or insolvency proceedings, and irrespective of whether the prevailing party would have been entitled to such fees and expenses under applicable law in the absence of this Section. Without limiting the generality of the foregoing, the term "expenses" shall include expert witness fees, bonds, filing fees, administrative fees, transcriptions, depositions or proceedings, costs of discovery and travel costs. The term "prevailing party" as used in this Section shall mean that party whose positions substantially prevail in such action or proceeding, and any action or proceeding brought by either party against the other as contemplated in this Section may include a plea or request for judicial determination of the "prevailing party" within the meaning of this Section. In the event neither party substantially prevails in its positions in such action or proceeding, the court may rule that neither party has so substantially prevailed, in which event each party shall be responsible for its own fees and expenses in connection therewith. In addition, the fees and expenses for the services of "in-house" counsel (if any) shall be included within the prevailing party's fees and expenses as fully as if such in-house legal services were provided by an "outside" attorney or law firm as contemplated within this Section, irrespective of whether "outside" legal services are obtained in connection with such matter. The fees and expenses on the part of in-house counsel as aforesaid shall be determined based upon the prevailing hourly rates, fees and expenses for an attorney(s) of comparable experience in the Orlando, Florida area. The provisions of this Section 11.14 shall survive the Closing. 11.15. Effect of Headings. The headings and subheadings of the sections of this Agreement have been inserted for convenience of reference only and shall not in any way control or affect the meaning or construction of any of the agreements, terms, covenants and conditions of this Agreement. January 8, 2008 17