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Agent's willful breach of this Agreement or Agent's gross negligence. This paragraph shall survive Closing or termination of this Agreement. 34. Force.. Majeure. Buyer or Seller shall not be required to perform any obligation under this Agreement or be liable to each other for damages so long as performance or non-performance of the obligation is delayed, caused or prevented by Force Majeure. "Force Majeure" means: hurricanes, earthquakes, floods, fire, acts. of God, unusual transportation delays, wars, insurrections, acts of terrorism, and any other cause not reasonably within control of Buyer or Seller, and which, by: exercise of reasonable diligent effort, the non-performing party is unable in whole or in part to prevent or overcome. All time periods, including Closing Date, will be extended. for the period that the Force Majeure prevents performance under this Agreement, provided, however, if such Force Majeure continues to prevent performance under this Agreement more than 14 days beyond Closing Date, then either party may terminate this Agreement by delivering written notice to the other and the Deposit shall be refunded to Buyer, thereby releasing Buyer and Seller from all farther obligations under this Agreement. 35. Notice. Notice and delivery given by or to the attorney representing a party shall be effective as if given by or to that party. Notices must be in writing and may be by mail, personal delivery or electronic means. A facsimile or electronic copy of this Agreement and any signatures hereon shall be considered for all purposes as an original. Notice shall be deemed to have been duly given as of the date and time the same are personally delivered, or within five (5) days after depositing same with the United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, or within one (1) business day after depositing with Federal Express or other overnight delivery service from which a receipt may be obtained, or the same day of delivery by email. 36: Miscellaneous, This Agreement shall be binding on, and inure to the benefit of, the parties and their respective heirs or successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. Failure of Buyer or Seller to enforce any provision of this Agreement shall not constitute a waiver of such provision or other provisions or rights. No modification to or change in this Agreement shall be valid or binding upon Buyer or Seller unless in writing and executed by the parties. I/We (IndianRiver Countv) hereby state that I/we am/are not employed by The Toronto -Dominion Bank or any of its subsidiaries or affiliated corporations (the `Bank') nor am 1/are.we related in any way with solicitors or agents retained by or on behalf of the Bank in relation to the property that is the subject of this transaction and confirm that I am/we are dealing at arm's length with the aforementioned parties. SIGNATURE PAGE TO FOLLOW Page 8 of 10 . FL Confidential �'