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<br />I,.. <br /> <br />19. Miscellaneous. <br /> <br />19.1 Counterparts. This Agreement may be executed in any number of <br />counterparts, anyone and all of which shall constitute the contract of the parties. The paragraph <br />headings herein contained are for the purposes of identification only and shall not be considered <br />in construing this Agreement. <br /> <br />19.2 Amendment. No modification, amendment or waiver of this Agreement <br />or any provision hereof (including, without limitation, this sentence) shall be of any force or <br />effect unless in writing executed by both Seller and Buyer. <br /> <br />19.3 Attorney's Fees. In connection with any action ansmg from or in <br />connection with this Agreement, the prevailing party shall be entitled to an award of its costs and <br />expenses, including reasonable attorneys' fees and disbursements, incurred or paid before and at <br />trial or any other proceeding which may be instituted, at any tribunal level. <br /> <br />19.4 Governing Law. This Agreement shall be interpreted in accordance with <br />the laws of the State of Florida, both substantive and remedial. <br /> <br />19.5 Entire Agreement. This Agreement sets forth the entire agreement <br />between Seller and Buyer relating to the Property and all subject matter herein and supersedes all <br />prior and contemporaneous negotiations, understandings and agreements, written or oral, <br />between the parties. <br /> <br />19.6 Computation of Dates. If any date computed in the manner herein set <br />forth falls on a legal holiday or non-business day or non-banking day, then such date shall be <br />extended to the first business day following said legal holiday or non-business day or non- <br />banking day. <br /> <br />19.7 Time is of the Essence. Time is of the essence and failure of the Buyer to <br />exercise the option granted hereby on or before the Option Expiration Date shall cause this <br />Agreement to terminate and be of no further force or effect, except for those provisions that are <br />expressly stated to survive termination of this Agreement. The provisions herein contained shall <br />be strictly construed for the reason that both parties intend that all time periods provided for in <br />this Agreement shall be strictly adhered to. <br /> <br />19.8 No Recording. This Agreement or any notice or memorandum hereof may <br />not be recorded in the public records of any county in the State of Florida. <br /> <br />19.9 No Brokers. Seller and Buyer each represent to the other that it has not <br />dealt 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 Buyer 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 />Option Agreement for A vila Condo. Assn. Property <br /> <br />15 <br /> <br />y {~ <br />