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k. Condition of Pronertv. Seller warrants that there are no present violations of <br />any restrictions relating to the use or improvement of the Property. <br />Seller will indemnify Buyer against and will hold Buyer harmless from, any expenses or <br />damages, including reasonable attorneys' fees, that Buyer incurs because of the breach of <br />any of the above representations and warranties, whether such breach is discovered <br />before or after Closing. Each of the representations and warranties herein contained shall <br />survive the Closing. Buyer is purchasing the Property based upon its own investigation <br />and inquiry and, except for the representations and warranties expressly provided for <br />herein, is not relying on any representation of Seller or other person and agrees to accept <br />and purchase the Property "as is, where is". "To the best of Seller's knowledge" is <br />limited to the actual knowledge of employees or representative of the Ramsey Housing <br />and Redevelopment Agency. <br />9. Project Assistance Notification. The Buyer has not requested any government subsidies <br />or financial assistance programs in relation to this Purchase Agreement. Based on market <br />conditions, Buyer may, or may not, make a request for project assistance in the future. In <br />the event a request is made by the Buyer, this clause does not bind or obligate the Seller <br />to provide project assistance. <br />10. Condemnation. If, prior to the Closing Date, eminent domain proceedings are <br />commenced or Seller receives notice of the pendency of eminent domain proceedings <br />against all or any part of the Property, Seller shall immediately give notice to Buyer of <br />such fact and at Buyer's option (to be exercised within thirty (30) days after Seller's <br />notice), this Agreement shall terminate, in which event neither party will have further <br />obligations under this Agreement and the Earnest Money shall be refunded to Buyer. If <br />Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, <br />and the Seller shall assign to Buyer at the Closing Date all of Seller's right, title and <br />interest in and to any award made or to be made in the condemnation proceedings. Prior <br />to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with <br />respect to the condemnation proceedings without Buyer's prior written consent. <br />11. Damaee or Destruction. If, prior to the Date of Closing, the Property or any part thereof <br />shall be damaged or destroyed by fire or other casualty, this Agreement shall become null <br />and void at Buyer's option by written notice to Seller and, in such case, Seller will be <br />entitled to the insurance proceeds and Buyer shall receive a refund of its Earnest Money. <br />If Buyer does not terminate this Agreement, despite said damage or destruction, there <br />shall be no reduction in or abatement of the Purchase Price and Seller shall assign all <br />insurance proceeds it received due to the damage or destruction to Buyer. <br />12. Broker's Commission. Seller and Buyer represent and warrant to each other that they <br />have dealt with no brokers, real estate agents, finders or the like in connection with this <br />transaction, other than CBRE, Inc. ("Seller's Broker") which represents Seller. Seller <br />shall pay broker as required by their specific agreement. Seller and Buyer agree to <br />indemnify each other and to hold each other harmless against all claims, damages, costs <br />or expenses of or for any brokers' fees or commissions resulting from their actions or <br />9 <br />