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Developer has obtained all authorizations or approvals necessary for Developer to enter <br /> into and perform its obligations under this Agreement. The person signing this <br /> Agreement on behalf of Developer has the legal power,right and actual authority to bind <br /> Developer to the terms and conditions of this Agreement. <br /> 7.3 General Provision Regarding Warranties and Representation. If, prior to <br /> Closing, either Developer or City discovers a fact or circumstance that might render a <br /> representation or warranty inaccurate in any material respect as of the Effective Date, it <br /> shall within five (5) days of such discovery advise the other party thereof in writing. If <br /> Developer has actual knowledge before Closing of the falsity of any representation or <br /> warranty of City, and Developer closes the purchase of the Property,Developer shall be <br /> deemed to have waived all rights against City in connection with such falsity or breach. <br /> ARTICLE VIII. LOSS BY CONDEMNATION <br /> In the event that all or any material portion of the Property is the subject of a <br /> taking or condemnation under the provisions of eminent domain law after the Effective <br /> Date but prior to the Closing Date,Developer or City may terminate this Agreement. <br /> ARTICLE IX. POSSESSION <br /> Possession of the Property shall be delivered to Developer on the Closing Date <br /> free and clear of any occupants or rights to possession. <br /> ARTICLE X. DEFAULT;REMEDIES <br /> 10.1 Default by Developer. If Developer fails, without legal excuse, to <br /> complete the conveyance of the Property in accordance with the terms of this Agreement <br /> or otherwise defaults hereunder, City's sole and exclusive remedy shall be to terminate <br /> this Agreement. <br /> 10.2 Default by City. If City fails, without legal excuse, to complete the <br /> conveyance of the Property in accordance with the terms of this Agreement or otherwise <br /> defaults hereunder, Developer's sole and exclusive remedy shall be to terminate this <br /> Agreement. <br /> 10.3 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 by <br /> the court, at trial and on appeal. <br /> 12 <br /> 92 <br />