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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 .
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