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income received and expenses incurred with respect to the Property shall also be prorated as of the date of Closing and appropriate payments or credits made at Closing. Seiler shall deliver possession of the Property to Purchaser on or before the date of Closing. After title to the Property has been updated through the time and date of closing and all applicable documents to include the deed has been filed for record, the purchase price shall be paid to Seller. 9. Commissions. Neither Purchaser nor Seller has created any liability for any broker's fee or commission in connection with this Agreement or the consummation of the transaction contemplated hereby. Each of Purchaser and Seller represents to the other party that it has not engaged or dealt with any broker or agent in regard to this Agreement or to the sale and purchase contemplated hereby, and each party hereto agrees to indemnify, defend and hold the other party harmless from and against any claim, loss, damage, liability, cost or expense (including but not limited to attorney fees and expenses and costs of litigation) which the indemnified party shall suffer, incur or be threatened with because of any claim by any broker, agent or other person or entity claiming by, through, or under the indemnifying party, whether or not meritorious, for any fee, commission, other compensation with respect hereto or the purchase and sale provided herein. This paragraph shall survive the Closing of the purchase and sale hereunder or the cancellation of this Agreement. 10. Condition of and Title to Property: Requirement of Closing. The obligations of Purchaser to consummate the transactions contemplated under this Agreement are hereby expressly made subject to the following conditions, each of which are solely for the benefit of Purchaser and may be waived by Purchaser only in writing in the exercise of its sole and absolute discretion: a. The timely performance by Seller of each and every obligation imposed upon Seller under this Agreement, time being of the essence of this Agreement; and, b. The truth and accuracy as of the date hereof and as of the date of Closing, of each and every warranty and representation made by Seller. 11. Earnest Money. Default and Remedies. The Earnest Money shall be held by Seller's attorney pending closing. a. The Earnest Money shall be retained by Seller and credited at Closing against the cash otherwise due and payable from Purchaser, provided, however, that If Seiler defaults in performing any of Seller's obligations under the terms of this Agreement, Seller shall promptly return the Earnest Money to Purchaser without prejudice to the right of Purchaser to seek specific performance of this Agreement, but in full settlement of all other claims of Purchaser against Seller, provided further, however, if the remedy of specific performance is not available to Purchaser, Purchaser shall be entitled to sue Seller for money damages. b. In the event Purchaser defaults in performing any of Purchaser's obligations under this Agreement, Seller shall retain the Earnest Money without prejudice to the right of Seller to seek specific performance of this Agreement, but in full settlement of all other claims of Seller against Purchaser; provided further, however, if the remedy of specific performance is not available to Seller, Seller shall be entitled to sue Purchaser for money damages. 12. Damage and Destruction to Improvements. In the event that any improvement on the Property is destroyed or substantially damaged after the acceptance of this Agreement and before