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8.1 Purchase Price. The full Purchase Price (less Earnest Money and Park Dedication <br />Credits), by wire transfer of U.S. funds, or by certified check (or other <br />immediately available funds) to be payable to Seller or to Seller's account or as <br />Seller may otherwise direct. <br />8.2 Promissor.~. The City shall execute and deliver the Promissory Note in the <br />form and content of Exhibit "B" attached hereto and made a part hereof, <br />evidencing the Buyer's remaining obligations under this Agreement. <br />8.3 Other Costs and Expenses. Payment for all other costs and expenses to be paid by <br />Buyer pursuant to this Agreement. <br />8.4 Other Documents. Such other documents as the Title Company or Seller shall <br />reasonably request to implement the within described transaction. <br />ARTICLE IX <br />CONDEMNATION <br />If, prior to the Closing Date, eminent domain proceedings are commenced against all or <br />any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's <br />option (to be exercised within thirty (30) days after receipt of Seller's notice), this Agreement <br />shall terminate, in which event neither party will have further obligations under this Agreement. <br />If Buyer shall fail to give such notice of termination within such time, then there shall be no <br />reduction in the Purchase Price and Seller shall assign to Buyer at the Closing Date all of Seller's <br />right, title and interest in and to any award made or to be made in the condemnation proceedings <br />in connection with the Property. <br />ARTICLE X <br />BROKER'S COMMISSION <br />Each party hereto warrants that it has not incurred any real estate brokerage fees, finder's <br />fees, loan brokerage fees, or any other fees to any third party in connection with this purchase <br />and sale. <br />ARTICLE XI <br />MUTUAL INDEMNIFICATION <br />Seller and Buyer agree to indemnify each other against, and hold each other harmless <br />from, all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys' <br />fees in defending against claims) arising out of activities or agreements in regard to the Property <br />whether before or after the Closing Date. Such right to indemnification will not arise to the <br />extent that the claim for indemnification arises out of the act or neglect of the party seeking <br />indemnification. This Article shall survive the Closing or the termination of this Agreement for <br />one year. <br />Page 10 <br />