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I Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their tens s. The representations,warranties and indemnity contained in this Section 11 will survive for aperiod of 12 months after the Closing. Buyer will indemnify Seller,its successors and assigns,against,and will hold Seller, its successors and assigns, harmless fi•om,any expenses or damages,including reasonable attorneys'fees,that Seller incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. Consummation of this Agreement by Seller with knowledge of any such breach by Buyer will not constitute a waiver or release by Seller of any claims due to such breach. 12. Conditions to Closing, Buyer's obligation to proceed to Closing under this Agreement is subject to the following conditions precedent; 12.1 Seller will have performed and satisfied each and all of Seller's obligations under this Agreement; 12,2 Each and all of Seller's representations set forth in this Agreement will be true and correct on the Contract Date and on the Closing Date; 12.3 Buyer will have received, prior to expiration of the Contingency Period, a Tenant Estoppel Certificate in the form attached hereto as Exhibit H,from all Tenants or occupants under each Lease; 12.4 There will be no material adverse change between the Contract Date and the Closing Date in the Property or in Seller's obligations with respect thereto; 12.5 Buyer will have delivered the Notice to Proceed to Seller on or prior to the Contingency Date; 12.6 Seller will deliver title to Buyer in a condition that enables the Title Company to deliver the Title Policy in accordance with Section 1.1.49;and 12.7 Buyer will have successfully settled any relocation claim and obtained a fully-signed settlement agreement acceptable to Buyer from any Tenant or occupant deemed necessary by Buyer in Buyer's sole discretion prior to the expiration of the Contingency Period. In the event any of the foregoing conditions are not satisfied on the Closing Date or the applicable date as noted,Buyer will have no obligation to proceed to Closing and,unless Buyer delivers written notice to Seller that Buyer has waived any unsatisfied condition and will proceed to Closing, this Agreement, upon notice from Buyer to Seller,will cease and terminate, and the Earnest Money will be returned and paid to Buyer, Notwithstanding the foregoing, nothing contained herein will waive or diminish any right or remedy Buyer may have for Seller's default or breach of this Agreement. 13. Name of Building. Seller will relinquish and transfer to Buyer on the Closing Date,all rights to designate the name of the Building and agrees that,as between Buyer and Seller,Buyer will have the right,but not the obligation, to continue the use of the present name. 14. Damage, If, prior to the Closing, all or any part of the Property is substantially damaged by fire, casualty,the elements or any other cause,Seller will immediately give notice to Buyer of such fact and,at Buyer's option(to be exercised witivn 30 days after Seller's notice),this Agreement will terminate,in which event neither party will have any further obligations under this Agreement, and the Earnest Money will be refunded to Buyer.If Buyer fails to elect to terminate this Agreement despite such damage, or if the Property is not substantially damaged,Seller will promptly repair such damage or destruction and return the Property to its condition prior to such damage;or at Buyer's option,Seller will assign to Buyer all of Seller's rights to receive the proceeds of all insurance related to such damage, the transaction will close,and the Purchase Price will remain the same, If such Page 22 of 38