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$amo in accordance with this Escrow Agreement. EachPrinCipaa hereby indemnifies Escrow Agent <br /> and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties , <br /> losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any <br /> character or nature, which it may incur or with which it may be threatened directly or indirectly <br /> arising from or in any way connected with this Escrow Ageement, and in connection herewith, <br /> indemnifies Escrow Agent against any and all expenses, including attorneys' fees and the cost of <br /> defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. <br /> The parties acknowledge and agree that the provisions and monetary limitations of Section 768.28 , <br /> (Florida Statutes, limit any indemnity on behalf of Buyer in this Escrow Agreement. <br /> 3 .2. Escrow Agent may (a) act in reliance upon any writing or instrument or <br /> signature which it, in good faith, believes to be genuine; (b) assurne the validity and accuracy of any <br /> statement or assertion contained in such a writing or instrument; and (c) assume that any person <br /> purporting to give any writing, notim advice or instructions in connection with the provisions of this <br /> Escrow Agreement has been duly authorized to do so . Escrow Agent shall not be liable in any <br /> manner for the sufficiency or corrections as to form, manner of execution, or validity of any <br /> instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any <br /> instrument; Escrow Agent's duties under this Escrow Agreement are and shall be limited to those <br /> duties specifically provided in this Escrow Agreement. <br /> 3 . 3 . It is further agreed that Escrow Agent shall have the right to utilize the <br /> services of the law firm of Milledge & Men. as its attorneys and same shall not affect Orin any way <br /> prejudice or limit Escrow Agent' s entitlement to reasonable attorney' s fees for the services of such <br /> attorneys w set forth in this Escrow Agreement. <br /> 4, DIsontas. <br /> 4. 1 . In the event Escrow Agent is joined as a " to a lawsuit by virtue of the fact <br /> that it is holding the Escrowed Property, Escrow Agent shall., at its option, either ( l ) tender the <br /> Escrowed Property to theregistry of the appropriate court or (2) disburse the L%rowed Property in <br /> accordance with the court's ultimate disposition of the case, and Principal(s) hereby, jointly and <br /> severally, indemnify and hold Escrow Agent harmless from and age any damages or losses in <br /> connection therewith including, but not limited to, reasonable attorneys' fees and court costs at al I <br /> trial and appellate levels . <br /> 4. 2 . In the event Escrow Agent tenders the Escrowed Property to the registry ofthe <br /> appropriate court and files an action of interpleader naming the Principal(s) and any Affected third <br /> parties of whom Escrow Agent has received actual notice, Escrow Agent shall be released and <br /> relieved from any and all further obligation and liability hereunder or in connection herewith and <br /> Principal(s) hcrdby, jointly and severally, indemnify and hold Escrow Agent harmless from and <br /> against any damages or losses arising in connection therewith including, but not limited to, all costs <br /> and expenses incurred by Escrow Agent in connection with the filing of such action including, but <br /> not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels. <br /> 3 <br />