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18 <br /> ARTICLE IX <br /> Risk of Loss and Condemnation <br /> 9.1 Risk of Loss and Insurance. Between the Effective Date and Closing, the risks and <br /> obligations of ownership and loss of the Property belong to Seller. If any portion of the Property is damaged <br /> or destroyed prior to Closing,then Seller shall promptly notify Buyer and Buyer may terminate this Contract <br /> by giving notice to Seller prior to Closing, in which event the Earnest Money shall be refunded to Buyer <br /> immediately upon request and all rights and obligations of Seller and Buyer under this Contract shall <br /> terminate (other than those that expressly survive termination of this Contract). If Buyer does not so <br /> terminate this Contract, then the Purchase Price shall be reduced by the total of any insurance proceeds <br /> received by Seller prior to Closing by reason of the damage or destruction and by the amount of any <br /> deductible applicable to the insurance policy, and, at Closing, Seller shall assign to Buyer all insurance <br /> proceeds payable after Closing by reason of the damage or destruction. <br /> 9.2 Condemnation. If all or any part of the Property is taken by eminent domain proceedings, <br /> or if eminent domain proceedings are commenced or threatened, then Seller shall promptly notify Buyer, <br /> and Buyer may terminate this Contract by giving notice to Seller prior to Closing,in which event the Earnest <br /> Money shall be refunded to Buyer immediately upon request and all rights and obligations of Seller and <br /> Buyer under this Contract shall terminate (other than those that expressly survive termination of this <br /> Contract). If Buyer does not so terminate this Contract, then the Purchase Price shall be reduced by the <br /> total of any awards or other proceeds received by Seller prior to Closing with respect to any taking, and, at <br /> Closing, Seller shall assign to Buyer all rights of Seller in any awards payable after Closing by reason of <br /> any taking. Seller shall notify Buyer of eminent domain proceedings within five days after Seller learns of <br /> those proceedings. <br /> ARTICLE X <br /> Brokerage Commission <br /> 10.1 Brokerage Commission. Seller and Buyer each represent and warrant to the other that no <br /> broker or real estate agent was involved in this transaction. Seller and Buyer shall each indemnify and hold <br /> harmless the other from and against any and all Losses arising out of any alleged brokerage commission, <br /> fee or other compensation with respect to the Property based upon an agreement alleged to have been made <br /> or other action alleged to have been taken by the indemnifying party. The obligations of the parties under <br /> this Section 10.1 shall survive Closing and the termination of this Contract. <br /> ARTICLE XI <br /> Miscellaneous <br /> 11.1 Assignment. This Contract may be assigned by Buyer or Seller, in whole or in part, and <br /> provided,however,no such assignment shall relieve the assigning party of liability for the performance of <br /> its obligations under this Contract. <br /> 11.2 Binding Effect. This Contract is binding on and inures to the benefit of Buyer and Seller <br /> and their respective successors and assigns. <br /> 11.3 Further Assurances. At Closing, and from time to time thereafter, Seller shall perform <br /> any additional acts, and shall execute and deliver any additional documents, as may reasonably be required <br /> to vest in Buyer full title to the Property and otherwise to effectuate the purchase and sale of the Property <br /> as contemplated by this Contract. <br /> 13 <br />