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have been signed or presented by a proper person or persons, and/or(c)to conform with the provisions of this Escrow Agreement. In no event shall Escrow/Settlement Agent's liability exceed the amount of its fee for acting as Escrow/Settlement Agent. 8. In the event of a dispute between any of the parties hereto sufficient in the sole discretion of Escrow/Settlement Agent to justify its doing so, Escrow/Settlement Agent shall be entitled to tender unto the registry or custody of any court of competent jurisdiction all money or property in its hands held under the terms of this Escrow Agreement, together with such legal pleading as it deems appropriate, and thereupon be discharged. Escrow/Settlement Agent shall be reimbursed for all costs and fees incurred, including reasonable attorney fees, from the unsuccessful Party or out of the escrow if no judicial determination is made. 9. With regard to any transfer taxes or title related charges which are required to be paid by the responsible party for payment in connection with this transaction,the responsible party for payment hereby agrees to pay to TitleVest Agency, LLC ("Title Company") promptly upon demand, any shortfall in any such transfer taxes or charges that should have been charged and collected from the responsible party for payment but were not for whatever reason including a County Clerk's,Recorder's or Registry's clerical error or oversight in collecting said transfer taxes or title related charges. The Parties further agree, if requested by the Title Company,to promptly and fully cooperate and adjust any clerical error,correction or omission of any document, if deemed necessary or desirable by the Title Company. Excess transfer taxes, if any, shall be held by the Title Company for up to six (6)months following the closing,pending possible assessment or re-assessment by the taxing authority. 10. This document may be executed in counterparts and said counter parted signatures shall be considered as a whole. Facsimile signature of this Escrow Agreement, and any instructions, directions or requests, made among the parties hereto shall be deemed to be reliable,binding and enforceable upon said parties. 11. In the event any of the original executed documents deposited in escrow misstate or inaccurately reflect information contained therein, and said misstatement or inaccuracy is due to a mistake on the part of clerical error, then in such event Purchaser or Seller shall, upon request by the other and in order to correct such misstatement or inaccuracy, execute such new documents as may be deemed necessary to remedy said inaccuracy or mistake, or slip sheet pages of documents to remedy said inaccuracy or mistake upon receipt of written approval by the parties to the original executed document. Further, Purchaser and Seller agree that in such event they will provide joint direction to Escrow Agent to revise the documents accordingly. IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and its seal to be affixed thereto as of the day and year first above written. SELLER: INDIAN RIVER COUNTY, FLORIDA BY: ✓ 4.-- `. Jaso . Brown, County Administrator ADDRESS: 1801 27th Street Vero Beach, Florida 32960 PHONE: (772)226-1283 Asset File#:TwPA0035492 Page 2 of 7