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amount of actual damages for such breach, and that these sums represent reasonable compensation to Seller for such breach. c . Return/Delivery of Deposit. In the event the Deposit is returned to the Buyer, as provided in subparagraph a. above, or delivered to the Seller, as provided in subparagraph b . above , upon the return or delivery of the same, the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the obligations specifically required to survive closing or termination of this Agreement as set forth herein. 12 . OPERATIONS PENDING CLOSING. From the Effective Date of this Agreement until the Closing or earlier termination of this Agreement, Seller shall keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted . 13 . NOTICES All notices, demands and requests which may be given or which are required to be given by either party to the other under this Agreement, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either : (i) personally delivered to the intended recipient; (ii) three (3 ) business days after having been sent, by certified or registered mail , return receipt requested, addressed to the intended recipient at the address specified herein; or (iii) at 5 : 00 p .m . of the business day next following after having been deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, Emery, or Purolator, addressed to such party at the address specified herein. Any notice sent as required by this section and refused by recipient shall be deemed delivered as of the date of such refusal . For purposes of this Paragraph, the addresses of the parties for all notices are as set forth in the Preamble of this Agreement (unless changed by similar notice in writing given by the particular person whose address is to be changed) . 14 . BROKERAGE. Seller and Buyer warrant each to the other (and it is agreed that this warranty shall survive delivery of the deed) that no broker or agent has been employed with respect to the sale of the Property except Realty Masters Advisors , LLC (the 'Broker" ) . Each party agrees to indemnify and hold harmless the other from any claim made by brokers or agents who claim to act for the party sought to be charged for a commission, compensation, brokerage fees, or similar payment in connection with this transaction and against any and all expense or liability arising out of any such claim other than the Broker. Seller shall pay the commission owed to Broker, pursuant to a separate listing of commission agreement, only as, when and if the sale is closed, but not otherwise . 15 . ESCROW AGENT . The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining such Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent' s gross negligence . In the event of a SLK SAR: # 191001v2 11