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Agreement, in which event neither party will have further obligations under this Agreement. If <br /> the Buyer fails to give such notice, then there shall be no reduction in the Purchase Price, but the <br /> City shall assign to the Buyer at the Closing all of City's right, title and interest in and to any <br /> award made or to be made in the condemnation proceedings or payment of a claim by any <br /> insurance company. If Buyer does not terminate this Agreement after such damage, or if the <br /> Property is damaged but not substantially, the City shall promptly commence to repair such <br /> damage or destruction and return the Property to its condition prior to such damage, to the extent <br /> there is insurance available for such repair. If such damage is completely repaired prior to the <br /> Closing Date then there will be no reduction in the Purchase Price and the City shall retain the <br /> proceeds of all insurance related to such damage. If such damage is not completely repaired <br /> prior to the Closing Date, but the City is diligently proceeding to repair, then the City must <br /> complete the repair after the Closing Date and is entitled to receive the proceeds of all insurance <br /> related to such damage after repair is completed; provided,however, Buyer has the right to delay <br /> the Closing Date until repair is completed. If the City fails to diligently proceed to repair such <br /> damage, then Buyer has the right to require a closing to occur. Prior to the Closing, the City <br /> shall not designate counsel, appear in, or otherwise act with respect to any condemnation <br /> proceedings without the Buyer's prior written consent. For purposes of this section,the words"a <br /> material part" means a part if substantially damaged or acquired by a condemning authority <br /> would materially hinder Buyer's operations on the Property. <br /> 13. COMMISSIONS. Both the Buyer and the City represent that they have not entered into <br /> a contract with any real estate broker, whereby the broker is entitled to a commission resulting <br /> from the transaction contemplated by this Agreement. Each party agrees to indemnify, defend <br /> and hold harmless the other party against any claim made by a real estate broker for a <br /> commission or fee based on alleged acts or agreements with the indemnifying party. <br /> 14. REMEDIES. <br /> 14.1. Buyer's Remedies. If the City fails to consummate this Agreement for any reason <br /> except the Buyer's default or the termination of this Agreement pursuant to a right to <br /> terminate given herein, the Buyer may, as its sole and exclusive remedy, terminate <br /> this Agreement by giving thirty (30) days' written notice to the City, pursuant to <br /> Minnesota Statutes Section 559.21, as amended from time to time, in which event <br /> neither party shall be further obligated to the other (except for the Buyer's and the <br /> City's indemnities set forth in this Agreement). The Buyer specifically waives any <br /> right to make a claim against the City for compensatory or consequential damages or <br /> any other type of monetary claim, except for the indemnity obligations set forth in <br /> this Agreement. <br /> 14.2. City's Remedies. If the Buyer fails to consummate this Agreement for any reason <br /> except the City's default or the termination of this Agreement pursuant to a right to <br /> terminate given herein, the City's sole and exclusive remedy shall be to terminate <br /> this Agreement by giving thirty (30) days' written notice to the Buyer, pursuant to <br /> Minnesota Statutes Section 559.21, as amended from time to time, in which case <br /> neither party shall be further obligated to the other. <br /> 455958v10 SJS EL185-31 9 <br />