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A TRUE COPY
<br /> CERTIFICATION ON LAST PAGE
<br /> J . R . SMITH , CLERK
<br /> los (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 Personal
<br /> 212 Property are on the Property and to verify that Seller has maintained the Property as required by the AS
<br /> 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 /> 216 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, or control
<br /> 217 relating to improvements to the Property which are the subject of such open or needed Permits, and 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 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 to expend
<br />, 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. ESCROW AGENT: Any Closing Agent or Escrow Agent (collectively "Agent") receiving the Deposit, other funds
<br /> 228 and other items is authorized , and agrees by acceptance of them , to deposit them promptly, hold same in escrow
<br /> 229 within the State of Florida and , subject to COLLECTION , disburse them in accordance with terms and conditions
<br /> 230 of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting
<br /> 231 demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit,
<br /> Agent
<br /> 232 may take such actions permitted by this Paragraph 13 , as Agent deems advisable . If in doubt as to Agent's duties
<br /> 233 or liabilities under this Contract, Agent may, at Agent' s option , continue to hold the subject matter of the escrow
<br /> 234 until the parties agree to its disbursement or until a final judgment of a court of competent jurisdiction
<br /> shall
<br /> 235 determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction
<br /> 236 of the dispute. An attorney who represents a party and also acts as Agent may represent such party
<br /> in such
<br /> 237 action . Upon notifying all parties concerned of such action , all liability on the part of Agent shall fully
<br /> terminate,
<br /> 238 except to the extent of accounting for any items previously delivered out of escrow. If a licensed real
<br /> estate
<br /> 239 broker, Agent will comply with provisions of Chapter 475 , F . S . , as amended and FREC rules to timely
<br /> resolve
<br /> 240 escrow disputes through mediation , arbitration, interpleader or an escrow disbursement order.
<br /> 241 An proceeding between Buyer and Seller wherein Agent is made a arty because of actin as Agent hereunder,
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<br /> 242 or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable
<br /> 243 attorney's fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent.
<br /> 244 Agent shall not be liable to any party or person for mis-delivery of any escrowed items, unless such mis-delivery is
<br /> 245 due to Agent's willful breach of this Contract or Agent's gross negligence. This Paragraph 13 shall survive Closing
<br /> 246 or termination of this Contract.
<br /> 247 14. PROFESSIONAL ADVICE ; BROKER LIABILITY : Broker advises Buyer and Seller to verify Property condition ,
<br /> 246 square footage, and all other facts and representations made pursuant to this Contract and to consult appropriate
<br /> 249 professionals for legal , tax, environmental , and other specialized advice concerning matters affecting the Property
<br /> 250 and the transaction contemplated by this Contract. Broker represents to Buyer that Broker does not reside on the
<br /> 251 Property and that all representations (oral , written or otherwise) by Broker are based on Seller representations or
<br /> 252 public records . BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND
<br /> 253 GOVERNMENTAL AGENCIES FOR VERIFICATION OF PROPERTY CONDITION, SQUARE FOOTAGE AND
<br /> 254 FACTS THAT MATERIALLY AFFECT PROPERTY VALUE AND NOT ON THE REPRESENTATIONS (ORAL,
<br /> 255 WRITTEN OR OTHERWISE) OF BROKER. Buyer and Seller (individually, the " Indemnifying Part) ") each
<br /> 256 individually indemnifies, holds harmless , and releases Broker and Broker's officers, directors, agents and
<br /> 257 employees from all liability for loss or damage , including all costs and expenses , and reasonable attorney's fees
<br /> 256 at all levels, suffered or incurred by Broker and Broker's officers , directors , agents and employees in connection
<br /> 259 with or arising from claims, demands or causes of action instituted by Buyer or Seller based on: ( i) inaccuracy of
<br /> 260 information provided by the Indemnifying Party or from public records; (ii) Indemnifying Party's misstatement(s) or
<br /> 261 failure to perform contractual obligations; (iii) Broker's performance, at Indemnifying Party's request, of any task
<br /> 262 beyond the scope of services regulated by Chapter 475 , F . S . , as amended, including Broker's referral,
<br /> 263 recommendation or retention of any vendor for, or on behalf of, Indemnifying Party; (iv) products or
<br /> services
<br /> 264 provided by any such vendor for, or on behalf of, Indemnifying Party ; and (v) expenses incurred by
<br /> any such
<br /> 265 vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective vendors
<br /> 266 and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will not
<br /> 267 relieve Broker of statutory obligations under Chapter 475 , F . S . , as amended . For purposes of this Paragraph 14,
<br /> Buyers InitialsSTS Page 5 of 10 Sellers Initials _16Ins
<br /> FloridaRealtors/FloridaBar-A -1 Rev. 6110 © 2010 Florida Realtors® and The Florida Bar. All rights reserved .
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