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287 Buyer and Seller (individually, the "Indemnifying Party") each individually indemnifies, holds harmless, and releases
<br />'88 Broker and Broker's officers, directors, agents and employees from all liability for loss or damage, including all costs
<br />`.8s and expenses, and reasonable attorney's fees at all levels, suffered or incurred by Broker and Broker's officers,
<br />290 directors, agents and employees in connection with or arising from claims, demands or causes of action instituted by
<br />291 Buyer or Seller based on: (i) inaccuracy of information provided by the Indemnifying Party or from public records; (ii)
<br />292 Indemnifying Party's misstatement(s) or failure to perform contractual obligations; (iii) Broker's performance, at
<br />293 Indemnifying Party's request, of any task beyond the scope of services regulated by Chapter 475, F.S., as amended,
<br />294 including Broker's referral, recommendation or retention of any vendor for, or on behalf of Indemnifying Party; (iv)
<br />295 products or services provided by any such vendor for, or on behalf of, Indemnifying Party; and (v) expenses incurred by
<br />296 any such vendor. Buyer and Seller each assumes full responsibility for selecting and compensating their respective
<br />297 vendors and paying their other costs under this Contract whether or not this transaction closes. This Paragraph 14 will
<br />298 not relieve Broker of statutory obligations under Chapter 475, F.S., as amended. For purposes of this Paragraph 14,
<br />299 Broker will be treated as a party to this Contract. This Paragraph 14 shall survive Closing or termination of this Contract.
<br />300 DEFAULT AND DISPUTE RESOLUTION
<br />301 15. DEFAULT:
<br />302 (a) BUYER DEFAULT: If Buyer fails, neglects or refuses to perform Buyer's obligations under this Contract, including
<br />303 payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit for the
<br />304 account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and in full
<br />305 settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under this
<br />306 Contract, or Seller, at Seller's option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller's rights
<br />307 under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall be split
<br />308 equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker's share shall not be
<br />309 greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker.
<br />310 (b) SELLER DEFAULT: If for any reason other than failure of Seller to make Seller's title marketable after reasonable
<br />311 diligent effort, Seller fails, neglects or refuses to perform Seller's obligations under this Contract, Buyer may elect to
<br />312 receive return of Buyer's Deposit without thereby waiving any action for damages resulting from Seller's breach,
<br />313 and, pursuant to Paragraph 16, may seek to recover such damages or seek specific performance.
<br />314 This Paragraph 15 shall survive Closing or termination of this Contract.
<br />315 16. DISPUTE RESOLUTION: Unresolved controversies, claims and other matters in question between Buyer and Seller
<br />16 arising out of, or relating to, this Contract or its breach, enforcement or interpretation ("Dispute") will be settled as
<br />.7 follows:
<br />Ntiow
<br />318 (a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to
<br />319 resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph
<br />320 16(b).
<br />321 (b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida
<br />322 Rules for Certified and Court -Appointed Mediators and Chapter 44, F.S., as amended (the "Mediation Rules"). The
<br />323 mediator must be certified or must have experience in the real estate industry. Injunctive relief may be sought
<br />324 without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 may be
<br />325 resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 16 shall
<br />326 survive Closing or termination of this Contract.
<br />327 17. ATTORNEY'S FEES; COSTS: The parties will split equally any mediation fee incurred in any mediation permitted by
<br />328 this Contract, and each party will pay their own costs, expenses and fees, including attorney's fees, incurred in
<br />329 conducting the mediation. In any litigation permitted by this Contract, the prevailing party shall be entitled to recover
<br />330 from the non -prevailing party costs and fees, including reasonable attorney's fees, incurred in conducting the litigation.
<br />331 This Paragraph 17 shall survive Closing or termination of this Contract.
<br />332
<br />STANDARDS FOR REAL ESTATE TRANSACTIONS ("STANDARDS")
<br />333 18. STANDARDS:
<br />334 A. TITLE:
<br />335 (i) TITLE EVIDENCE; RESTRICTIONS; EASEMENTS; LIMITATIONS: Within the time period provided in Paragraph
<br />336 9(c), the Title Commitment, with legible copies of instruments listed as exceptions attached thereto, shall be issued and
<br />337 delivered to Buyer. The Title Commitment shall set forth those matters to be discharged by Seller at or before Closing
<br />338 and shall provide that, upon recording of the deed to Buyer, an owner's policy of title insurance in the amount of the
<br />339 Purchase Price, shall be issued to Buyer insuring Buyer's marketable title to the Real Property, subject only to the
<br />340 following matters: (a) comprehensive land use plans, zoning, and other land use restrictions, prohibitions and
<br />341 requirements imposed by governmental authority; (b) restrictions and matters appearing on the Plat or otherwise
<br />342 common to the subdivision; (c) outstanding oil, gas and mineral rights of record without right of entry; (d) unplatted
<br />343 public utility easements of record (located contiguous to real property lines and not more than 10 feet in width as to rear
<br />1 or front lines and 7 1/2 feet in width as to side lines); (e) taxes for year of Closing and subsequent years; and (f)
<br />Buyer's Initials Page 6 of 11 Seller's Initials
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