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<br />forth and/or contemplated by this Agreement; that the performance by Buyer of this Agreement <br /> <br />is a valid and binding obligation of Buyer enforceable in accordance with its terms. <br /> <br />18. Indemnification. <br /> <br />(a) Seller. Notwithstanding any provision herein to the contrary, if a closing occurs <br />under this Agreement, Seller shall indemnify Buyer, its successors and assigns, <br />against, and shall hold Buyer, its successors and assigns, harmless from any loss, <br />cost, expense or damage, including reasonable attorney fees, directly arising out <br />of or resulting from the breach of any of the agreements, representations and <br />warranties of Seller contained in this Agreement, whether such loss, expense or <br />damage arises before or after closing. <br /> <br />(b) Buyer. Buyer shall indemnify Seller, its successors and assigns, against, and shall <br />hold Buyer, its successors and assigns, harmless from any loss, cost, expense or <br />damage, including reasonable attorney fees, directly arising out of or resulting <br />from the breach of any of the representations and warranties herein contained, <br />whether such breach is discovered before or after closing. <br /> <br />19. Assignment. Seller may not assign its rights under this Agreement before or after <br /> <br />the Date of Closing without the prior written consent of Buyer. Any such assignment will not <br /> <br />relieve Seller of its obligations under this Agreement. <br /> <br />20. Survival. All of the terms, covenants, conditions, representations and warranties <br /> <br />of this Agreement shall survive and continue in full force and effect and shall be enforceable <br /> <br />after the closing and after conveyance of the Property to Buyer. <br /> <br />21. Notices. Any notice or election required or permitted to be given or served by <br /> <br />any party hereto, to or upon any other party, shall be deemed given or served in accordance with <br /> <br />the provisions of this Agreement if said notice or election is delivered personally or mailed in a <br /> <br />sealed wrapper by United States certified mail, return receipt requested, postage prepaid, <br /> <br />properly addressed as follows: <br /> <br />If to Seller: <br /> <br />City of Centerville <br />Attn: Dallas Larson <br />1880 Main: Street <br />