Laserfiche WebLink
loss, liability, damage, fee, cost, or expense, including attorney's fees, arising out of any <br />compensation due or alleged to be due to any other broker with whom the Indemnifying Party <br />may have dealt. If the Closing occurs, Seller agrees to pay to Broker a commission pursuant to a <br />separate written commission agreement. This Section shall survive the Closing or termination of <br />this Agreement for any reason. <br />ARTICLE 8 - Risk of Loss. <br />8.1 Eminent Domain. In the event all or any portion of the Property, or any <br />access to the Property, or any interest in the Property is taken or is threatened to be taken by <br />eminent domain (whether or not an eminent domain proceeding is actually commenced) prior to <br />Closing, Seller shall immediately notify Buyer in writing (the "Eminent Domain Notice ") <br />which shall include a description in reasonable detail of the property or interest therein to be <br />taken. In such event Buyer may, at its sole election, terminate this Agreement by giving written <br />notice of such election to Seller not later than the Closing Date, in which event neither party shall <br />have any further rights or obligations under this Agreement. Unless Buyer terminates this <br />Agreement, Buyer shall be entitled to participate in the taking proceeding or the negotiations <br />regarding the taking award, and Seller shall assign to Buyer at Closing Seller's right, title and <br />interest in any taking award which remains unpaid to Seller in connection with such taking. <br />Further in such event, Buyer shall receive as a credit against the Purchase Price the amount of <br />any taking award previously paid to Seller in connection with the taking and not used in the <br />repair or restoration of the Property prior to Closing. As used herein a "taking" shall be deemed <br />to include a voluntary conveyance in lieu of a taking by eminent domain. <br />Article 9 — Default and Remedies <br />In the event a default occurs in the performance of any party's obligations <br />hereunder, the non - defaulting party shall, as a condition of exercising its remedies hereunder, <br />provide written notice of such default to the other party. The defaulting party shall thereafter <br />have five (5) business days, commencing the day notice is deemed received, in which to remedy <br />such default. I f Seller de faults he reunder a nd f ails t o t imely c ure such de fault, o r if Seller <br />wrongfully refuses to close the sale of the Property under the terms of this Agreement, Buyer <br />shall be entitled to the remedies under Texas law at the time of the breach, including, without <br />limitation, specific performance and the right to recover its damages. If Buyer defaults <br />hereunder and fails to timely cure such default or if Buyer wrongfully refuses to close the <br />purchase of the Property under the terms of this Agreement, Seller shall be entitled, as its sole <br />remedy, to terminate this Agreement. <br />Article 10 — Notices <br />10.1. Notices. Any notice, request, demand, instruction or other communication <br />given to either party hereunder, except those required to be delivered at Closing, shall be in <br />writing, and shall be deemed to be delivered (a) on receipt if by hand delivery or facsimile <br />transmission and (b) whether actually received or not, upon deposit of both the original and the <br />copy, as provided below, in a regularly maintained official depository of the United States mail <br />located in the continental United States, and sent by registered or certified mail, postage prepaid, <br />return receipt requested, addressed as follows: <br />G:\DOCS\ZWA \S &J\Paris\Purchase Contract -Moc <br />50 <br />