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10. Casual Loss;,C,ondemnation. 10.1 Notice Re: Condemnation or Casualty: Election. In the event that, prior to the Closing, all or any portion of the County Property or City Property is taken or proposed to be taken as a result of the exercise or proposed exercise of the power of eminent domain (a "Condemnation Action"), or all or any portion of the County Property or City Property is damaged by earthquake, flood or fire (a "Casualty"), then the Party that is the current property owner shall, within ten (10) days thereafter, give written notice of such Condemnation Action or Casualty to the other Party ("Noticed Party"), Such Noticed Party shall have thirty (30) days following receipt of such notice to elect in writing to accept or not to accept the County Property or City Property, as the case may be, subject to such Casualty or Condemnation Action. Failure of a Noticed Party to notify the other Party of its election within such thirty (30) day period shall be deemed an election not to accept the County Property or City Property, as the case may be, subject to such Casualty or Condemnation Action. 10.2 Ternrination of Aetpen q . In the event that a Noticed Party elects not to accept the County Property or City Property, as the case may be, subject to such Casualty or Condemnation Action as provided in Section 10.1 above, Noticed Party shall cancel the Closing by written notice to the Party that is the current property owner and this Agreement shall be deemed. to be terminated (with the exception of those provisions which expressly state that they are to survive such termination). In such event, neither Party shall be obligated to the other to effectuate the Closing. 10.3 Proceeds of Condemnation or Casualty Insurances. In the event that a Noticed Party elects to accept the County Property or City Property, as the case may be, subject to a Casualty or Condemnation Action pursuant to Section 10,1 above, then the Party owning the property shall assign to the Noticed Party all rights, causes of action, claims, benefits, payments and awards arising from such Condemnation Action or Casualty (including, without limitation, any amount due from or paid by any insurance company or any other party as a result of the damage). 11. Possession. Possession of the County Property shall be delivered to City upon the Closing, subject only to the County Permitted Exceptions. Possession of the City Property shall be delivered to County upon the Closing, subject only to the City Permitted Exceptions. 12. Brokerage Commissions. Each Party warrants and represents to the other that no broker, finder or other intermediary hired or employed by it is entitled to a commission, finder's fee or other compensation based upon the transaction contemplated hereby and each Party shall indemnify and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees, court costs and litigation expenses) caused by or arising out of the claim of any broker, finder or other intermediary alleging to have been employed or hired by such Party to a commission, finder's fee or other compensation based upon the transaction contemplated hereby. The obligations of County and City pursuant to this Section 12 shall survive beyond the Closing or if the Closing is cancelled, beyond any termination of this Agreement. 13. Miscellaneous. Project Name: Same Ana Pmpe,ty Exchmp