Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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9.5. Possession. Possession of the Property shall remain in Seller upon Closing, subject to the Conservation Easement. 10. BrokeraL a Commission. Seller warrants to Buyer and Buyer warrants to Seller that each Party's sole contact with the other and with the Property regarding this transaction has been directly with the other Party and has not involved any broker or finder. Seller and Buyer further warrant to each other that no broker or finder can properly claim a right to a commission or finder's fee based upon contacts between the claimant and that Party with respect to the other Party or the Conservation Easement. Each Party shall indemnify, defend and hold the other Party harmless from and against any loss, cost or expense, including, but not limited to, attorneys' fees and court costs, resulting from any claim for a fee or commission by any broker or finder in connection with the Conservation Easement and this Agreement resulting from the indemnifying Party's actions. The obligations of the Parties under this Section shall survive the termination of this Agreement. 11. Casualty or Condemnation. 11.1. If there is a condemnation of all or part of the Property initiated before Closing, Seller shall promptly notify Buyer and Buyer shall have the option for ten (10) Business Days following the date the notice is received either to, by notice to Seller: (a) proceed with the Closing, in which event a percentage of all condemnation proceeds — with such percentage equivalent to the appraised value of the Property burdened by the Conservation Easement (the "after" value) divided by the value of the unencumbered Property (the "before" value) — already received by Seller by the Closing shall be paid to Buyer and the right to receive the same percentage of such proceeds not yet received by Seller shall be assigned to Buyer at the Closing, or (b) terminate this Agreement. Unless this Agreement is terminated, Seller shall take no action with respect to any condemnation proceeding without the prior written consent of Buyer. 11.2. The entire risk of loss or damage by casualty to the Property however caused shall be borne and assumed by Seller. Buyer's acquisition of the Conservation Easement has no impact on Seller's continuing responsibility for such loss or damage. If any casualty materially impacting the purpose of the Conservation Easement (i.e., costing 10% or more of the Purchase Price to repair) occurs to the Property before Closing, Buyer at its election may: (a) terminate this Agreement; or (b) proceed to close in which case the Parties shall determine whether an adjustment in Purchase Price and/or terms of the Conservation Easement are appropriate, with any such adjustment(s) subject to approval of the Funding Sources. 12. Representations. Warranties and Covenants. 12.1. Seller's Representations. Warranties and Covenants. In addition to the representations, warranties and covenants contained elsewhere in this Agreement, Seller as of the Effective Date and as of the Closing Date makes the following representations, warranties and covenants: (a) Title. Seller is the sole owner of the Property. At Closing, Buyer will acquire right, title and interest in and to the Conservation Easement, free and clear of all recorded or unrecorded liens, encumbrances, covenants, restrictions, reservations, easements, Page 9 of 20