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Agreement. 28. Successors and Assigns. Each party's Agreement bind and benefit its successors and assign otherwise transfer its interest under this Agreement wi i; Seller may withhold in its sole discretion. An assignor Seller's prior written consent will be void. n ghts and obligations under this . But Buyer shall not assign or ;out Seller's prior written consent, which it or other transfer by Buyer without 26. Buyer's Authority. Within ten days afte Buyer signs this Agreement, Buyer shall provide Seller with a copy of Buyer's governing documents authorizing action, and any other document necessary to enable Seller to confirm that the individual signing this Agreement for Buyer is authorized to bind Buyer. 27, Seller's Tax -Deferred Exchange. If Se Estate through a tax-deferred exchange under Intern; shall cooperate with Seller in the exchange transactic signing, acknowledgment, and delivery of all docume risk or expense to Buyer. Seller shall indemnify and + damages, losses, costs, and expenses (including rea arising from Buyer's participation in the exchange trai er elects to complete the sale of the Real Revenue Code Section 1031, Buyer i. Buyer's cooperation includes the is that Seller reasonably requests, at no fend Buyer from all claims, liabilities, onable attorneys' fees) that Buyer incurs 3action. 28, Seawall Repair Responsibility. Buyer a knowledges that it is aware that the seawall located on the Southerly boundary of the Real Es ate (the Seawall) may require repair or replacement. Buyer covenants and agrees to indemnify and hold Seller free and harmless from any and all expenses and any responsibility regarding any repairs to or reconstruction of the Seawall arising or required now or at any time in the future. 29. Condition of Property at_Delivery. Pdor to closing, Seller shall, at Seller's sole cost, demolish all buildings, structures, and improvements and deliver the Real Estate on the Closing Date in a cleared, rough grade condition level with surrounding property. Seller shall remove all footings, foundations, debris and demolition rubble from the Real Estate. If it is necessary to import fill material in order to restore grade to the elevation of surrounding property, Seller agrees to import clean material which is free from environmental contamination. ,+ Seller shall pay for and obtain all permits and approvals necessary to accomplish the demolition. 30. Risk of Loss or Damage. Any and all loss or damage to the Real Estate or any improvements not demolished pursuant to Section 29 occurring prior to the recording of the Deed shall be at the risk of Seiler. In such aL case, Seller shall obtain and retain all insurance payment proceeds. 31. Relocation Benefits. Seller understanc be required to pay any relocation benefits, moving pa,. 11 Q:Ire\admin\joseph\drafts\044931resa09.doc 06/08/99 and acknowledges that Buyer shall not tents, or loss of goodwill claims to Seller 7:57 AM