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against the indemnified liability. Counsel for Seller shall be subject to the approval of Purchaser, which approval shall not be unreasonably withheld or delayed. Purchaser shall cooperate with Seller at Seller's cost in the defense of the indemnified liability. Seller shall keep Purchaser regularly advised as to the status of the defense of the indemnified liability, including, without limitation, any settlement negotiations in connection therewith. 16. CONDEMNATION. If at any time between the effective date and Closing all or any portion of the Property is condemned by any legally constituted authority for any public use or purpose or any of the improvements located on the Property are damaged or destroyed by whatever cause, then not later than 21 days after the date upon which Purchaser receives from Seller notice of the condemnation or damage or destruction, Purchaser shall give to Seller written notice that Purchaser has elected to (a) terminate this Agreement, in which event all sums held in escrow by the Seller, if any, shall be immediately refunded or returned by the Seller to Purchaser, and this Agreement shall be null and void and of no further force or effect and neither Purchaser nor Seller shall have any further liabilities, obligations, or rights with regard to this Agreement or (b) take an assignment from Seller of and collect all proceeds from any condemnation or from any insurance policies insuring the improvements located on the Property after satisfying all amounts due to Seller, and the terms of this Agreement shall remain in full force and effect and binding on the parties hereto. If Purchaser does not give this notice to Seller within the 21 day period hereinabove described, then Purchaser shall be deemed to have elected to proceed pursuant to clause (b), above. If all or any portion of the Property is condemned and if Purchaser does not elect to terminate this Agreement pursuant to the foregoing terms, "Property" shall thereafter mean the Property less and except any portion thereof taken by condemnation. 17. DEFAULT. If the purchase and sale contemplated herein is not consummated because of the inability, failure or refusal for whatever reason whatsoever, of Seller to convey the Property in accordance with the terms and conditions provided herein, or because of any other default by Seller, any and all sums deposited by Purchaser with the Seller, shall be delivered to Purchaser, without prejudice to any other legal or equitable rights or remedies of Purchaser against Seller including, but not limited to, specific performance. If the purchase and sale contemplated herein is not consummated herein because of the default of Purchaser, then the Seller shall retain any and all deposited sums paid by Purchaser as Seller's sole remedy against the Purchaser and in lieu of the exercise by Seller of any other legal or equitable rights or remedies all of which Seller hereby waives and relinquishes, and this Agreement shall be deemed cancelled, null and void and of no further force and effect. A default shall be deemed upon the occurrence of any one or more of the following events: (a) any representations or warranties set forth in this Agreement are untrue or inaccurate in any material respect, either when made or at closing, (b) failure of a party to meet, comply with or perform a material covenant, agreement or obligation within the time limits made and in the manner set forth in this Agreement.