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9 <br /> ARTICLE X. POSSESSION <br /> Possession of the Property shall be delivered to Buyer on the Closing Date free <br /> and clear of any occupants or rights to possession. <br /> ARTICLE XL DEFAULT; REMEDIES <br /> 11.1 Default by Buyer. If Buyer fails, without legal excuse, to complete the <br /> purchase of the Property in accordance with the terms of this Agreement or otherwise <br /> defaults hereunder, Seller's sole and exclusive remedy shall be to retain the Earnest <br /> Money as liquidated damages. Buyer expressly agrees that the delivery to and the <br /> retention of the Earnest Money by Seller represents a reasonable estimation of the <br /> damages in the event of Buyer's default, that actual damages may be difficult to <br /> ascertain and that this provision does not constitute a penalty. <br /> 11.2 Default by Seller. If Seller fails, without legal excuse, to complete the <br /> sale of the Property in accordance with the terms of this Agreement or otherwise <br /> defaults hereunder,Buyer may as its sole and exclusive remedy either: (1)tenninate this <br /> Agreement and receive a refund of the Earnest Money; (2) seek specific performance; <br /> or (3) sue for its actual damages. If Seller defaults under this Agreement by not <br /> completing the Demolition Work prior to Closing and Buyer seek specific performance, <br /> Buyer's specific performance remedy shall include without limitation conveyance of the <br /> Property to Buyer as set forth in this Agreement,but with the Purchase Price reduced by <br /> an amount equal to the cost of the City completing the Demolition Work. <br /> 11.3 Attorneys' Fees. In the event either party brings an action or any other <br /> proceeding against the other party to enforce or interpret any of the terms, covenants or <br /> conditions hereof,the party prevailing in any such action or proceeding shall be paid all <br /> costs and reasonable attorneys' fees by the other party in such amounts as shall be set <br /> by the court,at trial and on appeal. <br /> ARTICLE XII. MISCELLANEOUS <br /> 12.1 Brokers and Finders. No broker has been used by either Buyer or Seller. <br /> In the event of any claim for broker's fee, finder's fee, commission or other similar <br /> compensation in connection with this Agreement, Buyer, if such claim is based upon <br /> any agreement alleged to have been made by Buyer, hereby agrees to indemnify Seller <br /> against any and all damages, liabilities, costs and expenses (including, without <br /> limitation, reasonable attorneys' fees and costs) that Seller may sustain or incur by <br /> reason of such claim. Seller,if such claim is based upon any agreement alleged to have <br /> been made by Seller, hereby agrees to indemnify Buyer against any and all damages, <br /> liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees <br /> 13 <br /> • <br /> 106 <br />