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damage is completely repaired prior to the Closing, then there will be no reduction in the Purchase Price and Seller will retain the proceeds of all insurance related to such damage. If such damage is not completely repaired prior to the Closing,but Seller is diligently proceeding to repair,then Seller will complete the repair after the Closing and will be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, Buyer will have the right to postpone the Closing until repairs are completed, If Seller fails to diligently proceed to repair such damage,then Buyer has the right to require the Closing to occur and the Purchase Price(and specifically the cash portion payable at the Closing)will be reduced by the cost of such repair,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,and the Purchase Price will remain the same. For purposes of this Section, the words "substantially damaged" mean damage that is reasonably estimated to cost$10,000.00 or more to repair, 15, Intentionally deleted. 16. Broker's Commission, If Closing occurs, Seller will pay a brokerage commission of six percent of the Purchase Price to G a u g h a n C o m p a n i e s as the sole real estate brokerage commission regarding this transaction. Seller and Buyer represent and warrant to each other that they have dealt with no other brokers, finders or the like in connection with this transaction, and will indemnify each other and hold each other liai7nless against all claims,damages,costs,or expenses of or for any other such fees or commissions resulting from the actions or agreements of the indennnitor regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorney's fees. 17. Mutual Indemnification. Seller will indemnify and hold Buyer harmless from all liabilities (including reasonable attorneys' fees in defending against claims) arising out of claims by third parties relating to acts or occurrences on,at or with respect to the Property which occur prior to the Closing, unless such claims relate to acts by Buyer or its agents. Buyer will indemnify and hold Seller harmless from all liabilities (including reasonable attorneys'fees in defending against claims)arising out of claims by third parties relating to acts or occurrences on,at or with respect to the Property which occur on or after the Closing unless such claims relate to acts by Seller or its agents. 18. Assigunent. 18.1 Assignment by Buyer.Buyer will have the right to assignor transfer all or any part of its right in this Agreement, Upon such assignment, the assignee will have and be subject to all the rights, benefits, duties, and obligations of Buyer hereunder, but Buyer will not be released from any liability or obligation of Buyer hereunder unless Seller consents to such release in writing, 18.2 Assignment by Seller.Seller will have the right to assign or transfer all or any part of its right in this Agreement. Upon such assignment, the assignee will have and be subject to all the rights,benefits, duties,and obligations of Seller hereunder, but Seller will not be released from any liability or obligation of Seller hereunder unless Buyer consents to such release in writing, 19. Survival. The representations and other terms of this Agreement will survive and be enforceable after the Closing as provided in Sections 10.32 and 11 for a period not to exceed twelve months after Closing. 20. Notices. To be effective, any notice required or permitted hereunder must be given in one of the following manners: (i)by personal delivery upon an authorized representative of a party hereto;(ii)by United States registered or certified mail,return receipt requested,postage prepaid;(iii)by transmission by facshnile or email followed by notice by certified mail or overnight courier; or (iv) by deposit cost-paid with a nationally recognized overnight courier;in all cases properly addressed as follows: Page 23 of 38