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