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<br />- <br /> <br />11. No Brokers. Seller and Purchaser each represent to the other that it has not dealt <br />with any broker, salesperson or agent in connection with the execution and delivery of this <br />Agreement, and the other party shall not be required to pay any commission whatsoever with <br />respect to this Agreement resulting from the actions of the party making such representations. <br />Seller and Purchaser each indemnify and hold each other harmless from and against any and all <br />claims, losses, costs, damages, liabilities and expenses (including without limitation, reasonable <br />attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing <br />representation. <br /> <br />The provisions of this Paragraph 11 shall survive the Closing and any cancellation <br />or earlier termination of this Agreement. <br /> <br />12. Assignability. Purchaser may not assign its rights hereunder without Seller's <br />consent, provided, however, that upon any such assignment, any such assignee shall agree to be <br />bound by the terms and conditions set forth in this Agreement. <br /> <br />13. Notices. Any notices required or permitted to be given under this Agreement <br />shall be in writing and shall be deemed given if delivered by hand, sent by recognized overnight <br />courier (such as Federal Express), transmitted via facsimile transmission or mailed by certified or <br />registered mail, return receipt requested, in a postage pre-paid envelope, and addressed as <br />follows: <br /> <br />PURCHASER: <br /> <br />The City of Sunny Isles Beach <br />18070 Collins Avenue <br />Sunny Isles Beach, Florida 33160 <br /> <br />Attn: Rick Conner, City Manager and <br />Hans Ottinot, City Attorney <br /> <br />SELLER: <br /> <br />Frank Prats and Juan T. Echavarria <br />18999 N. Bay Road <br />Sunny Isles Beach, Florida 33160 <br /> <br />ESCROW AGENT: <br /> <br />Attn: Artie Montaner <br />Chicago Title Insurance Co. <br />2701 Gateway Drive, <br />Pompano Beach, Fl33069 <br /> <br />Notices personally delivered or sent by overnight courier shall be deemed given on the date of <br />receipt, notices sent via facsimile transmission shall be deemed given upon transmission, and <br />notices sent via certified mail in accordance with the foregoing shall be deemed given two (2) <br />days following the date upon which they are deposited in the U.S. Mails. <br /> <br />8 <br /> <br />~, <br />