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209 ( b) WALK-THROUGH INSPECTION/RE-INSPECTION : On the day prior to Closing Date , or on Closing Date prior <br /> 210 to time of Closing , as specified by Buyer, Buyer or Buyer' s representative may perform a walk-through (and <br /> 211 follow-up walk-through , if necessary ) inspection of the Property solely to confirm that all items of <br /> Personal <br /> 212 Property are on the Property and to verify that Seller has maintained the Property as required by the <br /> AS IS <br /> 213 Maintenance Requirement and has met all other contractual obligations . <br /> 214 (c) SELLER ASSISTANCE AND COOPERATION IN CLOSE-OUT OF BUILDING PERMITS : If Buyer' s <br /> 215 inspection of the Property identifies open or needed building permits , then Seller shall promptly deliver <br /> to <br /> 216 Buyer all plans , written documentation or other information in Seller' s possession , knowledge , <br /> or control <br /> 217 relating to improvements to the Property which are the subject of such open or needed Permits , and <br /> shall <br /> 218 promptly cooperate in good faith with Buyer' s efforts to obtain estimates of repairs or other work necessary to <br /> 219 resolve such Permit issues . Seller' s obligation to cooperate shall include Seller' s execution of <br /> necessary <br /> 220 authorizations , consents , or other documents necessary for Buyer to conduct inspections and have estimates <br /> 221 of such repairs or work prepared , but in fulfilling such obligation , Seller shall not be required <br /> to expend , or <br /> 222 become obligated to expend , any money . <br /> 223 (d ) ASSIGNMENT OF REPAIR AND TREATMENT CONTRACTS AND WARRANTIES : At Buyer' s option and <br /> 224 cost, Seller will , at Closing , assign all assignable repair, treatment and maintenance contracts and warranties <br /> 225 to Buyer. <br /> 226 ESCROW AGENT AND BROKER ] <br /> 227 13 . ES OW AGENT : Any Closing Agent or Escrow Agent (collectively "Agent" ) receiving the Deposit, ;cditions <br /> u s <br /> 228 and o r items is authorized , and agrees by acceptance of them , to deposit them promptly , hold samrow <br /> 229 within th State of Florida and , subject to COLLECTION , disburse them in accordance with terms an <br /> 230 of this Con ct. Failure of funds to become COLLECTED shall not excuse Buyer' s performance . Whecting <br /> 231 demands for a Deposit are received , or Agent has a good faith doubt as to entitlement to the <br /> posit , Agent <br /> 232 may take such a ions permitted by this Paragraph 13 , as Agent deems advisable . If in doubt as Agent' s duties <br /> 233 or liabilities under s Contract, Agent may , at Agent' s option , continue to hold the subject er of the <br /> escrow <br /> 234 until the parties agr to its disbursement or until a final judgment of a court of comp ent <br /> jurisdiction shall <br /> 235 determine the rights of th parties , or Agent may deposit same with the clerk of the circui ourt having jurisdiction <br /> 236 of the dispute . An attorne ho represents a party and also acts as Agent may re esent such <br /> party in such <br /> 237 action . Upon notifying all part concerned of such action , all liability on the part f Agent shall <br /> fully terminate , <br /> 238 except to the extent of account for any items previously delivered out of crow . If a licensed <br /> real estate <br /> 239 broker, Agent will comply with pro ions of Chapter 475 , F . S . , as amende and FREC rules <br /> to timely resolve <br /> 240 escrow disputes through media t n , arbitration , interpleader o an escrow disbursement order . <br /> 241 Any proceeding between Buyer and Sell wherein Agent is made a pa because of acting as Agent hereunder, <br /> 242 or in any proceeding where Agent interple s the subject matter of a escrow, Agent shall recover <br />reasonable <br /> 243 attorney ' s fees and costs incurred , to be pai ursuant to court er out of the escrowed funds <br />or equivalent. <br /> 244 Agent shall not be liable to any party or person fo is-delivery any escrowed items , unless such mis-delivery <br /> is <br /> 245 due to Agent' s willful breach of this Contract or Age ' s gross egligence . This Paragraph 13 shall survive Closing <br /> 246 or termination of this Contract. <br /> 247 14. PROFESSIONAL ADVICE ; BROKER LIABILITY : Br o advises Buyer and Seller to verify Property condition , <br /> 248 square footage , and all other facts and representatio ma ursuant to this Contract and to consult appropriate <br /> 249 professionals for legal , tax , environmental , and of r specializ advice concerning matters affecting the Property <br /> 250 and the transaction contemplated by this Contr t. Broker rep es is to Buyer that Broker does not reside <br /> on the <br /> 251 Property and that all representations (oral , ten or otherwise) by ker are based on Seller representations <br /> or <br /> 252 public records . BUYER AGREES TO ELY SOLELY ON SELL PROFESSIONAL INSPECTORS AND <br /> 253 GOVERNMENTAL AGENCIES FOR RIFICATION OF PROPERTY NDITION , SQUARE FOOTAGE AND <br /> 254 FACTS THAT MATERIALLY AFF PROPERTY VALUE AND NOT O HE REPRESENTATIONS (ORAL, <br /> 255 WRITTEN OR OTHERWISE ) O BROKER. Buyer and Seller ( individuall the " Indemnifying Party" ) each <br /> 256 individually indemnifies , hold armless , and releases Broker and Broker' s icers , directors , agents and <br /> 257 employees from all liability r loss or damage , including all costs and expenses , an reasonable attorney' <br />s fees <br /> 258 at all levels , suffered ori urred by Broker and Broker' s officers , directors , agents an mployees in <br /> connection <br /> 259 with or arising from cl ' s , demands or causes of action instituted by Buyer or Seller ba d on : <br /> ( i ) inaccuracy of <br /> 260 information provide y the Indemnifying Party or from public records ; ( ii ) Indemnifying Party misstatement( s) or <br /> 261 failure to perfor contractual obligations ; ( iii ) Broker' s performance , at Indemnifying Party' s re est <br />, of any task <br /> 262 beyond the ope of services regulated by Chapter 475 , F . S . , as amended , including B er' s referral , <br /> 263 recommen tion or retention of any vendor for, or on behalf of, Indemnifying Party ; ( iv) <br /> product or services <br /> 264 provide y any such vendor for, or on behalf of, Indemnifying Party ; and (v) expenses incurred <br /> by ny such <br /> 265 vend . Buyer and Seller each assumes full responsibility for selecting and compensating their respective ndors <br /> 266 an aying their other costs under this Contract whether or not this transaction closes . This Paragraph 14 wl of <br /> 267 ieve Broker of statutory obligations under Chapter 475 , F . S . , as amended . For purposes of this Paragraph <br /> C (I <br /> Buyer's Initials Page 5 of 10 Seller' s Initial7 r <br /> Florida Realtors/Flo rid aBar-ASIS-1 Rev. 6/10 © 2010 Florida Realtors® and The Florida Bar. All rights reserved . <br /> serial#: 020778-500137-6405473 1 I t 11 t t 1 l ' I t <br />