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Seller will indemnify Buyer against and will hold Buyer harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. Each of the representations and warranties herein contained shall survive the Closing. Buyer is purchasing the Property based upon its own investigation and inquiry and, except for the representations and warranties of Seller stated herein, is not relying on any representation of Seller or other person and agrees to accept and purchase the Property "as is, where is", subject to the conditions stated in this Agreement. 8. Condemnation. lf, prior to the Closing Date, eminent domain proceedings are commenced or Seller receives notice of the pendency of eminent domain proceedings against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised by notice to Seller within thirty (30) days after Seller's notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement and the Earnest Money shall be refunded to Buyer. If Buyer shall fail to give such notice, this Agreement shall remain in effect, there shall be no reduction in the Purchase Price, and the Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. 9. Damage or Destruction. If, prior to the Date of Closing, the Property or any part thereof shall be damaged or destroyed by fire or other casualty, this Agreement shall become null and void at Buyer's option by written notice to Seller given within 30 days after Buyer first receives notice of such damage, and, in such case, Buyer shall receive a refund of its Earnest Money. If Buyer does not terminate this Agreement, despite said damage or destruction, there shall be no reduction in or abatement of the Purchase Price and Seller shall assign all insurance proceeds it received due to the damage or destruction to Buyer. 10. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, real estate agents, finders or the like in connection with this transaction, other than Davis Real Estate Services Group, LLC ("Buyer's Broker"), which represents Buyer and Cushman & Wakefield/NorthMarq ("Seller's Broker") which represents Seller. Seller shall pay the brokerage fees or commissions due to Buyer's Broker and Seller's Broker equal to 8% of the Gross Purchase Price as stated in Section 2 above, contingent upon closing on the sale of this property. The commission due will be split equally between Buyer's and Seller's Broker and will be paid at closing. Seller and Buyer agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any brokers' fees or commissions resulting from their actions or agreements regarding the execution or performance of this Agreement, other than the fees payable to Buyer's Broker as above provided, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 11. Assignment. Buyer may assign Buyer's rights under this Agreement to another entity without Seller's prior written consent. 10 Davis Real Estate/City of Little Canada