5.7. SR 04-04-2011 - Laserfiche WebLink

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That Buyer is not a "specifically designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control; that Buyer is not listed in the annex to, and is not otherwise subject to the provisions of, Executive Order No. 13224 (the "Executive Order"); and that Buyer is not acting on behalf of any person or entity that is listed in the annex to, or is otherwise subject to the provisions of the Executive Order. 10. Damage. If, before the Closing Date, 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 that fact and Buyer may cancel this Purchase Agreement and Buyer will receive return of the Earnest Money. 11. Condemnation. If, before the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller will immediately give notice to Buyer of such fact, together with a Legal description of the property being taken, and Buyer shall have the right at its option to terminate this Agreement by giving notice to Seller within thirty (30) days after receiving Seller's notice or to purchase any remaining part of the Property which has not been so taken by condemnation or eminent domain, with a prorata reduction in the Purchase Price based on the number of square feet taken. Upon termination of this Agreement pursuant to this Section, all Earnest Money will be returned to Buyer and neither party will have further obligations under this Agreement. If this Agreement is not terminated under this Section, any awards from such condemnation or eminent domain proceedings shall belong to Seller. Before the Closing Date, Seller will not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent, which shall not be unreasonably withheld. 12. Broker's Commission. Seller represents and warrants that it has dealt with a broker, finder or the like in connection with this transaction, and agrees to indemnify Buyer and to hold Buyer harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from its actions or agreements 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 Buyer, including reasonable attorneys' fees. 13. Mutual Indemnification. Seller and Buyer agree to indemnify each other against, and hold each other harmless from, all liabilities (including reasonable attorneys' fees in defending against claims) arising out of the ownership, operation or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys' fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third parry for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights GP:2945285 v4 C~