by it within twenty (20) days after its receipt of Seller's Damage Notice, to
either terminate this Contract or proceed with the Closing.
If Buyer elects to
terminate this Contract, then the Escrow Money shall be returned to Buyer and
neither party shall have any further liability hereunder (except for that which
by the express terms of this Contract is intended to survive such termination).
If Buyer elects to proceed with the Closing, then, as conditions to Closing, (i)
Seller shall take such action as is necessary to assign all of the all risk
casualty insurance proceeds and Seller's right to receive same to Buyer prior to
Closing, and (ii) Buyer shall be credited with (A) any insurance deductibles not
paid by Seller for repairs prior to Closing, (B) any insurance proceeds paid to
Seller prior to Closing, and (C) in the event that Seller fails to maintain the
all risk casualty insurance required pursuant to Section 10.1, all uninsured
restoration expenses which would have been covered by such insurance had the
same been maintained by Seller.
10.3
BUYER'S FAILURE TO PROVIDE NOTICE
IF BUYER FAILS TO PROVIDE THE NOTICE TO SELLER WITHIN THE TEN (10) DAY PERIOD
SET FORTH IN SECTION 10.2(B) ABOVE OR THE TWENTY (20) DAY PERIOD SET FORTH IN
SECTION 10.2(C) ABOVE, AS APPLICABLE, BUYER SHALL NOT BE DEEMED TO HAVE MADE AN
ELECTION FOR EITHER TERMINATING THE CONTRACT OR PROCEEDING WITH THE CLOSING;
HOWEVER, SELLER SHALL HAVE THE RIGHT IN SUCH EVENT TO DEMAND BY WRITTEN NOTICE
TO BUYER, THAT BUYER MAKE SUCH ELECTION. IF BUYER FAILS TO MAKE AN ELECTION BY
NOTICE IN WRITING TO SELLER WITHIN FIVE (5) DAYS THEREAFTER, BUYER SHALL BE
DEEMED TO HAVE ELECTED TO TERMINATE THIS CONTRACT.
11.
AGENTS
EACH OF SELLER AND BUYER REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS NOT
DEALT WITH ANY BROKERS, FINDERS OR AGENTS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
IF ANY BROKER OR FINDER CLAIMS ANY COMMISSION
OR FINDER'S FEE IN CONNECTION HEREWITH, THE PARTY UPON WHOSE ACTS SUCH CLAIM
RESTS SHALL BE RESPONSIBLE THEREFORE. EACH PARTY HEREBY AGREES TO INDEMNIFY,
DEFEND, PROTECT AND HOLD HARMLESS THE OTHER PARTY AGAINST ANY AND ALL CLAIMS OF
ANY AGENT, BROKER, FINDER OR OTHER SIMILAR PARTY TO THE EXTENT SUCH CLAIMS ARISE
OUT OF THE ACTS OF THE INDEMNIFYING PARTY. THE PROVISIONS OF THIS SECTION 11
SHALL SURVIVE THE CLOSING.
12.
INDEMNIFICATION FOLLOWING CLOSING
12.1
BY SELLER
SELLER AGREES TO INDEMNIFY AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES, CLAIMS, DEMANDS, AND EXPENSES, OF ANY KIND OR NATURE ACCRUING PRIOR
TO THE CLOSING DATE AND WHICH ARE IN ANY WAY RELATED TO THE OWNERSHIP,
MAINTENANCE, OR OPERATION OF THE PROPERTY BY SELLER, AND ALL EXPENSES RELATED
THERETO, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS'
FEES.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SELLER BE OBLIGATED TO
INDEMNIFY BUYER FOR ANY LIABILITY, CLAIM, DEMAND OR EXPENSE ARISING OUT OF ANY
BREACH OF ANY OF BUYER'S REPRESENTATIONS, WARRANTIES OR