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<br />l <br /> <br />ARTICLE VITI <br />PURCHASER'S CONTINGENCIES <br /> <br />8.1 Purchaser's Contingencies. In the event any ofthe follo"Wing conditions have not <br />been fulfilled or waived on or before thirty (30) days after the date of this Agreement, the Buyer, <br />in its sole discretion, may terminate this Purchase Agreement by giving written notice to the <br />Seller. lfthe Purchase Agreement is terminated, the Earnest Money shall be returned to Buyer. <br />Failure of Purchaser to terminate the Purchase Agreement within this thirty (30) day period shall <br />be deemed a waiver of these contingencies. <br /> <br />(a) This Purchase Agreement is contingent upon final approval of the City <br />Council for the City of Centerville, as determined by the City Council in <br />its sole discretion. <br /> <br />ARTICLE IX <br />REAL ESTATE BROKER <br /> <br />9.1 Neither Buyer nor Seller has created any liability for any broker's fee or <br />comrmSSlOn in connection with this Agreement or the consummation of the transaction <br />contemplated hereby. Seller shall indemnify and hold harmless Buyer against and in respect of <br />all claims, losses, liabilities and expenses (including, but not limited to, attorney's fees and court <br />costs) which Buyer may incur on account of any claim which may be asserted against Buyer, <br />whether or not meritorious, by any broker or any other person on the basis of any agreements <br />made or alleged to have been made by or on behalf of Seller. Buyer shall indemnify and hold <br />harmless Seller against and in respect of all claims, losses, liabilities and expenses (including, <br />but not limited to, attorney's fees and court costs) which Seller may incur on account of any <br />claim which may be asserted against Seller, whether or not meritorious, by any broker or other <br />person on the basis of any agreements made or alleged to have been made by or on behalf of <br />Buyer. <br /> <br />ARTICLE X <br />GENERAL <br /> <br />10.1 Survival. The respective representations, warranties, covenants, indemnities and <br />agreements of the parties hereto~ including those made in or resulting from any certificates, <br />instruments or ancillary documents delivered pursuant to this Agreement or in connection <br />herewith, shall survive the Closing under this Agreement and provided in this Agreement and the <br />transactions contemplated herein and continue in full force and effect without limitation. <br /> <br />10.2 Waivers. No action taken pursuant to this Agreement, including any investigation <br />by or on behalf of either party, shall be deemed to constitute a waiver by the party taking such <br />action of compliance with any representation, warranty, covenant or agreement contained herein <br />and! or in any ancillary documents. <br /> <br />-8- <br />