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<br />amount owed to Escrow Agent under this Agreement for any attorneys' fees, costs, damages, or losses <br />incurred by Escrow Agent in connection with such dispute. <br /> <br />12. Indemnification. Seller and Purchaser, jointly and severally, agree 10 indemnify and hold <br />Escrow Agent harmless from and againsl any and aU liabilities incurred by ii, and to indemnify and hold <br />it harmless from and against any and all losses, costs, claims, damages, liabilities, and expenses, including <br />reasonable allorneys' fees and other costs and expenses incurred, sustained by, or asserted against it, other <br />than those arising oul of the gross negligence or willful misconduct of Escrow Agent, including <br />reasonable costs of invesligation and attorneys' fees and disbursements which may be imposed upon <br />Escrow Agenl Or incurred by Escrow Agent in connection with the acceptance of its appointmeot <br />hereunder or in the performance of its duties hereunder, including any Iitigalion arising from this <br />Agreement or involving the Deposit. <br /> <br />13. Notices. All notices and other conununications required or permitted to be given under <br />this Agreement shall be in writing and shall be hand delivered or mailed by certified or registered mail, <br />postage prepaid, or hy Federal Express, or similar overnight delivery service, addressed as follows: <br /> <br />If to Purchaser: 1000 E. Hallandale Beach Blvd. <br />SuiteB <br />Hallandale Beach, Florida 33009 <br />Attention: Manuel Grosskopf <br /> <br />If to SeUer: <br /> <br />John C. Lukacs, Esq. <br />John C. Lukacs, P.A. <br />201 Sevilla Avenue, Suile 305 <br />Coral Gables, FOOda 33134 <br /> <br />If to Escrow Agent: Alex D. Sirulnik, P.A. <br />2701 Ponce de Leon Blvd., Suite 202 <br />Coral Gables, Florida 33134 <br />Attention: Alex Sirulnik, Esq. <br /> <br />Notice shall be deemed to have been given upon receipt or refusal. <br /> <br />14. Bindin2: Asshrnment. <br /> <br />TIris Agreement shall be binding upon Ihe parties and their respective successors. . This <br />Agreement is not assignable by Pun:haser, and any purported assignment shall be null and void and of no <br />effect. <br /> <br />15. Calculation of Time Frames <br /> <br />All time frames herein shall be calculated based on business days. <br /> <br />16. Waiver: Modification. <br /> <br />The waiver of any terms, provision or condition of this Agreement shall be effective only <br />if in wriling and signed by all the parties to lhis Agreement, and then only in the specific instance and for <br />Ihe particular purpose for which it was given. No failure to exercise and no delay in exercising any righl <br />or power under this Agreemenl shall operate as a waiver thereof. No modification, amendment, <br /> <br />4 <br />