Common use of COSTS AND ADJUSTMENTS Clause in Contracts

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by divided equally between Seller and Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and paid by the Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata prorata portion of such taxes. Seller's pro rata prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes assessments for the immediately preceding calendar yearyear taking into account the maximum allowable discount. b. Purchaser will pay taxes and recording fees on notes, mortgages and adjusted by cash settlement when exact amounts are availablefinancing statements and recording fees for the deed. However, anything herein Seller will pay taxes on the deed and recording fees for documents needed to the contrary notwithstandingcure title defects. Except as specifically set forth above, any tax abatement other charges or refund for a period of time prior to closing fees shall belong to Sellerbe paid as normal and customary in Polk County, Florida. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall will each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by PurchaserSeller. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and paid by the Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI XII shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata prorata portion of such taxes. Seller's pro rata prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes assessments for the immediately preceding calendar year, and adjusted year taking into account the maximum allowable discount. b. Any real estate transfer taxes or sales taxes that are payable in connection with the sale of the Subject Property shall be paid in full by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costscosts including, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, ; however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by PurchaserSeller. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata prorata portion of such taxes. Seller's pro rata prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costscosts including, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation ownership of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees; provided, however, that Seller shall not be required to indemnify Purchaser against claims relating to events occurring prior to the date of closing but which are provoked by the collection practices of Purchaser from and after the date of closing hereunder. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation ownership of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI VIII shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At each closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes for the Subject Property Tracts being purchased for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata prorata portion of such taxes. Seller's pro rata prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes assessments for the immediately preceding calendar year, and adjusted . b. Any real estate transfer taxes or sales taxes that are payable in connectionwith the sale of the Tracts being purchased shall be paid in full by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All Except as specifically set forth above, any other closing costs, including but not limited to, recording and escrow charges or fees shall be divided equally between Seller paid as normal and Purchaser; providedcustomary in Grand County, however, that Colorado. Seller and Purchaser shall will each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by divided equally between Seller and Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's ’s pro rata portion of such taxes. Seller's ’s pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' ’ fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demandsdemand, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' ’ fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes Seller shall pay to Purchaser, in the form of a credit at closing, any prepaid but unearned management fees in Seller's possession. c. Purchaser shall not be responsible for the payment of any special assessments which have been levied by the Associations against Timeshare Inventory for the period of time prior to closing. d. All other income and ordinary operating expenses for or pertaining to the Subject Property for including, but not limited to, public utility charges, maintenance, service charges, and all other normal operating charges of the current calendar year Subject Property shall be prorated as of the date of closing, and Seller shall closing date. Purchaser will pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Sellertitle work. c. e. All other normal and reasonable closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and paid by Purchaser; provided, however, that Seller and Purchaser shall each will be responsible for the fees and expenses of their respective attorneys. As soon as practicable after closing, and in any event within 90 days thereafter, Seller and Purchaser shall cooperate in preparing and reaching a post-closing settlement, accounting for any additional credits or debits between the parties as necessary to carry out the intent of this Contract, including the general principle that from and after the closing date, the revenues accruing from the operation of the Subject Property and the expenses associated with those revenues shall be credited or charged to Purchaser, and before the closing date, such sums shall be credited or charged to Seller. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by PurchaserSeller. b. Seller shall pay to Purchaser, in cash at closing (i) any security deposits held by Seller pursuant to the Leases, and (ii) all 1998 membership dues for the timeshare program being operated at the Subject Property (being a budgeted total of approximately $1,660,000) which have been collected by Seller on or before the date of closing less any amounts that have been expended by Seller for 1998 timeshare maintenance or for any other prepaid items or charges attributable to the 1998 calendar year or thereafter; in addition, at closing Seller shall assign to Purchaser any funds and bank accounts representing working capital reserves and/or furniture, fixtures and equipment reserves. c. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata prorata portion of such taxes. Seller's pro rata prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein . d. All other income and ordinary operating expenses for or pertaining to the contrary notwithstandingSubject Property including, any tax abatement or refund for a period but not limited to, public utility charges, maintenance, service charges, and all other normal operating charges of time prior the Subject Property shall be prorated as of the closing date. Seller will assign to closing shall belong Purchaser all of Seller's right, title and interest in and to Sellerutility deposits and other deposits heretofore made by Seller in connection with the operation of the Subject Property. c. e. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaserpaid by Seller; provided, however, that Seller and Purchaser shall each will be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suitsAs soon as practicable after closing, and judgmentsin any event within 90 days thereafter, of Seller and Purchaser shall cooperate in preparing and reaching a post-closing settlement, accounting for any kind additional credits or nature (except those items which under debits between the terms parties as necessary to carry out the intent of this Contract specifically become Contract, including the obligation of Purchaser)general principle that from and after the closing date, brought by third parties and based on events occurring on or before the date of closing and which are in any way related to revenues accruing from the ownership, maintenance, or operation of the Subject PropertyProperty and the expenses associated with those revenues shall be credited or charged to Purchaser, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive before the closing hereunderdate, such sums shall be credited or charged to Seller.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by PurchaserSeller. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration proration c. All other income and ordinary operating expenses for or pertaining to the Subject Property including, but not limited to, public utility charges, maintenance, service charges, and all other normal operating charges of the Subject Property shall be based upon prorated as of the amount closing date. Seller will assign to Purchaser all of such taxes for Seller's right, title and interest in and to utility deposits and other deposits heretofore made by Seller in connection with the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to operation of the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to SellerSubject Property. c. d. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI XII shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by PurchaserSeller. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other income and ordinary operating expenses for or pertaining to the Subject Property including, but not limited to, public utility charges, maintenance, service charges, and all other normal operating charges of the Subject Property shall be prorated as of the closing date. Seller will assign to Purchaser all of Seller's right, title and interest in and to utility deposits and other deposits heretofore made by Seller in connection with the operation of the Subject Property. d. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI XII shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI XII shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by PurchaserSeller. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI XII shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with All interest owed on the sale Prior Indebtedness through and including the date of closing shall be the Subject Property responsibility of Seller and shall be paid in full by Purchaseron or before the date of closing. b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata prorata portion of such taxes. Seller's pro rata prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes assessments for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to year taking into account the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Sellermaximum allowable discount. c. All other closing costsincome and ordinary operating expenses for or pertaining to the Subject Property including, including but not limited to, public utility charges, maintenance, service charges, and all other normal operating charges of the Subject Property levied on or before the closing date shall be paid by Seller. All charges and deposits levied or required following the closing date shall be paid by Purchaser. d. Purchaser will pay taxes and recording fees on notes, mortgages and escrow financing statements and recording fees for the deed. Seller will pay taxes on the deed and recording fees for documents needed to cure title defects. Except as specifically set forth hereinabove, any other charges and fees shall be divided equally between Seller paid as is normal and Purchaser; providedcustomary in Polk County, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneysFlorida. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted paid or prorated between Seller and Purchaserallocated: a. A. The County Grantor's Tax shall be paid by Seller. The County Grantee's Tax shall be paid by Purchaser. Any real estate other sales tax and transfer taxes or sales taxes tax payable in connection with the sale conveyance of the Subject Property shall be paid in full by Purchaser. b. Ad valorem taxes B. Except for the Subject Property for the current calendar year shall be prorated as of the date of closingthose lease commissions set forth on Exhibit K attached --------- hereto, all lease commissions due and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, owing or which could become due and adjusted by cash settlement when exact amounts are available. However, anything herein owing with respect to the contrary notwithstanding, any tax abatement or refund for a period of time Property transactions entered into prior to closing shall belong to Sellerbe paid by Seller when due and Seller shall indemnify and hold harmless Purchaser for lease commission claims brought against the Property arising therefrom. c. All other closing costs, including but not limited to, C. Purchaser shall pay all recording costs and documentary fees. The parties shall share equally any escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each in connection with the closing. Each party will be responsible for the fees and expenses of their respective attorneys. D. Seller shall pay for preparation of the survey and the premium of a basic policy of title insurance issued in accordance with the Title Commitment, and Purchaser shall pay the premium for any extended coverage or other endorsements thereto. E. All rents, income and ordinary operating expenses, ad valorem taxes, general and special assessments, personal property taxes, and other charges for or pertaining to the Property, including, but not limited to, common area expense charges, public utility charges, supplies, maintenance, service charges, and all other operating charges of the Property shall be prorated as of the date of closing. Any delinquent rents collected by Purchaser following closing shall be paid to Seller, but Purchaser shall have no obligation to attempt to collect such rents and all monies collected by Purchaser will first be applied to any then current charges or rents. Seller shall have the right to pursue any tenant for delinquent rent. F. At closing, Purchaser will receive a credit from Seller of $130,000 as reimbursement of closing costs. G. Beginning as close to the anticipated closing date as practicable, Seller shall, in consultation with Purchaser and with Purchaser's reasonable cooperation, cause to be prepared a statement (the "Preliminary Statement") --------------------- which shall reflect all of the credits and other adjustments in payment at closing required under this Article or any other provision of this Contract. As soon as the parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to the Title Company. H. No later than 120 days after closing, Seller shall prepare and deliver to Purchaser (as to the Seller Property) final closing statements (the "Final Statements"), which shall correct any estimates and (if necessary) other ---------------- amounts used in the Preliminary Statement, based on facts discovered after closing. Each party shall be deemed to have agreed to the Final Statements, except for such items specifically objected to (including the basis for such objection) in a written notice given to the other party within 15 days after delivery of the Final Statements. Either party shall have the right upon five business days prior written notice to the other to audit the books and records of the Property for the periods prior to and following closing, and the non-objecting party shall cooperate in providing all information necessary to do so. The period for objection to the Final Statements and all periods allowed to settle disputes with regard thereto shall be extended by the time necessary to obtain the audit. Notwithstanding any other provision of this Contract, the parties shall adjust the proration utilized at the closing to reflect any actual items of income or expense. Each such adjustment shall be made and settled between the parties by the appropriate payment no later than the later of the Final Settlement Date. I. If notice of objection to any items on the Final Statements is proper and timely, and the parties are unable between themselves to resolve each such objection and agree upon the Final Statements within 30 days after delivery of the Final Statements, then any party may submit the unresolved items to Xxxxxx Xxxxxxxx & Co. ("Xxxxxxxx"), (or if Xxxxxxxx is unwilling to handle the -------- dispute, to such qualified neutral party as Xxxxxxxx may designate) for a determination which shall be binding and conclusive upon all parties and shall become part of the agreed Final Statements. The parties shall pay in equal shares the fees and other expenses of Xxxxxxxx (or its designee) for making such determination. J. Within ten business days after the Final Statements have been agreed to or after the last timely objection has been resolved under this section (the "Final Settlement Date"), the appropriate party shall pay to the other any net --------------------- amount owing as shown by the adjusted Final Statements. Except for plain mathematical error or for subsequent tax bills, no further adjustments or payments shall be required with respect to such credits and other adjustments. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature nature, including court costs and reasonable attorneys' fees (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or arise from Purchaser's ownership and operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.

COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser: a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by shared equally between Seller and Purchaser. b. Ad valorem taxes for the Subject Property for the current calendar tax year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar tax year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar tax year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller. c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI XII shall survive the closing hereunder. It is hereby acknowledged by the parties that Seller has been actively engaged in the business of rental of the townhouse units described herein and that Seller has or may have contracted for rental of these units to third parties for time periods following the scheduled date of closing. Purchaser hereby agrees to accept assignment of and honor all rental agreements made by the Seller prior to the date of execution of this Contract for rental terms which conclude no later than December 31, 1998. Seller may continue actively renting properties through the date of closing, however, Seller shall not enter into any additional rental agreements for which rental terms terminate later than September 30, 1998. Purchaser shall be entitled to receive payment for all rental terms following the date of closing.