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give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty days after Sellers notice) this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage that Buyer shall have the right to require a closing to occur and the Purchase Price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair or at Buyer's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall remain the same. For purposes of this Section. the words "substantially damaged" mean damage that would cast $25,000.00 or more to repair, 11. Condor nation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller shalt immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty 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 together with any accrued interest, shall be refunded to buyer- If Buyer shall fail to give such notice then there shall be no reduction in the Purchase ?rice, and 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 he 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. 12. Mutual Indemnification. Seller and Buyer agree to indemnify, each other again., and hold each other harmless from, all liabilities (including reasonable attorney's fees in defending against clams) arising out of the ownership, operation or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash payment directly attributable to the liability in question (net of' the cost of collection, including reasonable attorneys' fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any 'third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by fne indemnifying party of this indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable. the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such perty. 13. Survival. All of the tents of this _Agreement will survive and be enforceable after the Closing. 11