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that time. The Seller has no right ar claim to relocation benefits as a result of this transaction. Each of the representations and warranties made herein shall survive Closing. Seller will indemnify Buyer and its successors and assigns, against, and will hold Buyer, and its successors and assigns, harmless from, any expenses or damages, including reasonable attorney's fees, that Buyer incurs because of the breach of any of the above representations and warranties. 9. Eminent Domain Proceedin�s. If, prior to the Closing, eminent domain proceedings are commenced against all or any part of the Property, Seller will immediately give notice to Buyer of such fact, and at Buyer's option (to be exercised within 20 days after Seller's notice), this Agreement will terminate, in which event the Earnest Money (together with any accrued interest thereon) will be refunded to the Buyer and neither party shall thereafter have any rights against or obligations to the other hereunder, except as expressly provided otherwise herein. If Buyer fails to give such notice then there will be no reduction in the Purchase Price, and Seller will assign to Buyer at the Closing all of Seller's right, title and interest in and to any award made or to be made in the eminent domain proceedings. Prior to the Closing, Seller will not designate counsel, appear in, or otherwise take any action with respect to the eminent domain proceedings without Buyer's prior written consent. 10. Broker's Commission. Seller and Buyer represent to each other that they have not dealt with any brokers, real estate agents or the like in connection with this transaction, and that there are no real estate brokers fees or commissions due on this sale. If either party has entered into a written agreement which gives rise to a real estate commission being due, then the party so entering into the written agreement shall be responsible for the payment of any real estate commission or brokers fee arising thereunder. This provision shall survive Closing or if no Closing occurs, the termination of this Agreement. 11. SurvivaL The warranties, representations, indemni�cations and covenants contained in this Agreement shall survive Closing. 12. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is: i) delivered personally upon the Superintendent of the Seller, if such delivery is upon Seller, or delivered personally upon the City Manager, if such delivery is upon Buyer, ii) mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid addressed as designated below; or iii) given to a reputable express courier for overnight delivery to the other party addressed as follows: If to Seller: 7