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<br />accordance with this Agreement. Each of the parties to this Agreement shall and do joinUy and
<br />severally indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all
<br />claims, liabilities, damages, costs, penalties, losses, actions, suits, or proceedings at law or in
<br />equity, or any otber expenses, fees, or charges of any character or nsture, which Escrow Agent
<br />may incur in connection with this Agreement nr which may result from Escrow Agen1's following
<br />of instructions from the parties, whether or not litigation is instituted.
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<br />(b) Escrow Agent shall not be liable: (i) to any of the parties for any acl or omission
<br />to act excepl for Escrow Agent's own gross negligence or willful misconduct; (ii) for any legal
<br />effecl, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow
<br />Agent or exchanged by the paJtics under this Agreement, (Hi) for the default, error, action, or
<br />omission of any party to this Agreement other than Escrow Agent; or (iv) for Escrow Agent's
<br />compliance witb any legal process, subpoena, writs, orden;, judgments, and decrees of any court,
<br />whether issued with or without jurisdiction, and whether or not subsequently vacated, modified,
<br />set aside, or reversed.
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<br />(c) Escrow Agenl may: (i) act in reliance upon any writing or instnunent or signature
<br />which it, in good faitb, believes to be bona fide and genuine; (ii) assume the validity and accuracy
<br />of any statement contained in sucb a writing or instrument: and (iii) assume that any penon
<br />purporting to give any writing, notice, advice, or instructions in connection with the provisions of
<br />tbis Agreement has been duly authorized to do so. Escrow Agent sball not be liable in any
<br />manner for the sufficiency or correctness as to fonn, malUler, and execution, or validity, of any
<br />instrument deposited in escrow, or as to the identily, authority, or right of any person executing
<br />same. Nothing contained herein shall be deemed to prevent Escrow Agent from serving in a
<br />similar capacity on behalf of others.
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<br />10. Disoutes.
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<br />(a) If any dispute arises among any of the parties to this Agreement and/or any third
<br />parties (whether concerning this Agreement, Escrow Agent's duties hereunder, the disposition of
<br />the Assigrunent, or any other matters), or if Escrow Agent sball be uncertain as to its duties or
<br />rights under this Agreement or shall receive instructions, claims, or demands from any of the
<br />other parties to this Agreement and/or any third paJties witb respect to the Assignment which, in
<br />Escrow Agent's opinion, are in conflict with each other or with any provision of this Agreement,
<br />or if Escrow Agenl is joined as a party to a lawsuit by virtue of the fact that it is holding the
<br />Deposit Agenl, upon giving written notice to Seller and Purchaser, shall: (i) continue to bold the
<br />Deposit in escrow until such time as sucb dispute, uncertainly or lawsuit sball have been resolved
<br />to Escrow Agent's satisfaction, or by a final order or judgment of a court of competent
<br />jurisdiclion: or (Ii) interplead the Deposil by filing an interpleader action in the Circuit Court in
<br />and for Miami-Dade County, Florida (to the jurisdiction of which all parties do bereby consent)
<br />and depositing the Deposit into the registry of the cowt, whereupon Esorow Agent shall be
<br />relieved and released from any further liability as Escrow Agenl under this Agreement.
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<br />(b) Seller acknowledges tbat Alex D. SiJUlnik, P.A. is acting as Escrow Agent
<br />hereunder and is counsel 10 Purchaser. In Ihe event of any dispute between Seller and Purcbaser,
<br />Alex D. Sirulnik, P .A. shall be pennitted to continue 10 represent Purchaser in such dispute,
<br />including, withoullimitation, any dispute over the delivery or release oflhe Deposit.
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<br />I I. Attomevs' Fees. In any dispute among the parties related to this Agreement, Ibe party or
<br />paJti.. not substantially prevailing shaJl pay, and shail be jointly and seve/1llly liable for: (i) the
<br />reasonable attorneys' fees and costs of the other paJty or parties involved in the dispute, and (ii) the
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