Common use of New Jersey Clause in Contracts

New Jersey. (a) Buyer shall have the right to comply with N.J.S.A. 54:32B:22 (c) and N.J.S.A. 54:40-8, and Seller shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has prepared and delivered an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed by the Director of the New Jersey Division of Taxation (the “Director”) to the New Jersey Bulk Sales Section, and (ii) Buyer may deliver a Notification of Sale, Transfer or Assignment in Bulk (Form C-9600), together with the completed TTD and a fully executed copy of this Agreement (the “Tax Notification”) to the Director by registered or certified mail or overnight delivery so that such Tax Notification is received by the Director. Seller shall provide all information reasonably requested by Buyer to enable Buyer to complete the Tax Notification as soon as practicable. If, at any time prior to settlement, the Director informs Buyer that a possible claim (“Claim”) for taxes imposed or to be imposed on Seller, including any interest or any tax on the gain from the sale of the Subject Property (collectively “Taxes”) exists and the amount thereof (the “Deficiency”), then Buyer and Seller shall close as scheduled and without delay, and Buyer shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an account (the “Tax Escrow”). The Tax Escrow shall be held by Escrow Agent in accordance with the terms hereof. If after Closing, the Director or Seller requests that Buyer pay all or any portion of the deficiency on behalf of Seller, then Buyer shall direct the Escrow Agent to, and the Escrow Agent shall, promptly release such difference to Seller. Notwithstanding anything to the contrary herein, Seller shall have the right to negotiate with the Director regarding the Claim and the Deficiency; provided, however, that: (a) Buyer shall be entitled to comply with all of the instructions of the Director; (b) Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrow. In no event shall the Escrow Agent fail to make any distribution provided for hereunder, including, without limitation, on the grounds that Seller contests any finding of the Director. Notwithstanding anything to the contrary contained herein, Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with the use and operation of the Subject Property prior to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller shall indemnify and hold Buyer harmless from any liability or cost incurred in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this Section 15.6 shall survive the termination of this Agreement and/or Closing under this Agreement.

New Jersey. (a) Buyer Purchaser shall have the right to comply with N.J.S.A. 54:32B:22 (c54:32B-22(c) and N.J.S.A. 54:4054:50-8, and Seller shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has prepared and delivered an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed 38 by the Director of the New Jersey Division of Taxation (the “Director”) to the New Jersey Bulk Sales Section, and (ii) Buyer may deliver delivering a Notification of Sale, Transfer Transfer, or Assignment in Bulk (Form C-9600), together with the completed TTD and a fully executed copy of this Agreement ) (the “Tax Notification”) to the Director of the Division of Taxation of the State of New Jersey Department of the Treasury (the “Division”) (together with a copy of this Agreement) by registered or certified mail or overnight delivery so that at least ten (10) days prior to Closing. Sellers shall cooperate in connection with such Tax Notification is received by the Director. Seller compliance and shall provide all information reasonably requested by Buyer to enable Buyer necessary for Purchaser to complete the Tax Notification as soon as practicableto the extent that the Property includes Hotel Assets in New Jersey. IfSellers’ New Jersey Tax Identification Numbers are 000-000-000/001 (Residence Inn Princeton, at any time prior to settlementNJ), 000-000-000/002 (Residence Inn Somers Point, NJ) and 000-000-000/003 (Residence Inn Tinton Falls, NJ). If the Director Division issues an Escrow Letter or informs Buyer Purchaser that a possible claim (“Claim”) for taxes imposed or to be imposed on Sellertaxes, including any interest or any tax on and penalties thereon, exists (the gain from the sale of the Subject Property (collectively “TaxesNJ Claim”) exists and the amount thereof (the “NJ Deficiency”), then Buyer Purchaser and Seller Sellers shall close as scheduled and without delay, and Buyer Purchaser shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an account NJ Deficiency (the “NJ Tax Escrow”). The , which NJ Tax Escrow shall be held in escrow by Escrow Agent the Escrowee (which, for purposes of the NJ Tax Escrow, will also be called in accordance this Agreement the “NJ Bulk Sales Tax Escrowee”) until such time as the Division issues a Clearance Letter confirming that no money is to remain in escrow. Sellers shall be solely responsible for any fees of the NJ Bulk Sales Tax Escrowee with regard to the NJ Tax Escrow. The terms hereofand conditions of such escrow shall be those set forth in this Section 14.20.4, together with (to the extent not inconsistent with this Section 14.20.4) the other protections for the Escrowee that are expressly set forth elsewhere in this Agreement. If If, after Closing, the Director or Seller Division requests that Buyer Purchaser pay all or any portion of the deficiency NJ Deficiency on behalf of SellerSellers, then Buyer Purchaser shall direct NJ Bulk Sales Tax Escrowee to release to the Escrow Agent toDivision of Taxation such amount from the NJ Tax Escrow. If the Division informs Purchaser that the NJ Deficiency has been fully paid or that Purchaser has no further liability for the NJ Deficiency, and the Escrow Agent shall, promptly then Purchaser shall direct NJ Bulk Sales Tax Escrowee to release such difference to SellerSellers. If the Division gives notice to Purchaser that Sellers are liable for taxes, including interest and penalties thereon, in an amount that is greater than the NJ Tax Escrow, Sellers shall promptly pay the difference to the Division and shall provide Purchaser with evidence thereof. Notwithstanding anything to the contrary contained herein, Seller Sellers shall have the right to negotiate with the Director Division regarding the NJ Claim and the NJ Deficiency; provided, however, that: that (ai) Buyer Purchaser and NJ Bulk Sales Tax Escrowee shall be entitled to comply with all of the instructions of the Director; Division, and (bii) the Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrow. In no event shall the Escrow Agent fail to make any distribution provided for hereunder, including, without limitation, on the grounds that Seller contests any finding of the Director. Notwithstanding anything to the contrary contained herein, Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with the use and operation of the Subject Property prior to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller shall indemnify and hold Buyer harmless from any liability or cost incurred in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this This Section 15.6 14.20.4 shall survive the termination of this Agreement and/or Closing under this AgreementClosing.

New Jersey. (a) Buyer Purchaser shall have the right to comply with N.J.S.A. 54:32B:22 (c54:32B-22(c) and N.J.S.A. 54:4054:50-8, and Seller shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has prepared and delivered an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed 38 by the Director of the New Jersey Division of Taxation (the “Director”) to the New Jersey Bulk Sales Section, and (ii) Buyer may deliver delivering a Notification of Sale, Transfer Transfer, or Assignment in Bulk (Form C-9600), together with the completed TTD and a fully executed copy of this Agreement ) (the “Tax Notification”) to the Director of the Division of Taxation of the State of New Jersey Department of the Treasury (the “Division”) (together with a copy of this Agreement) by registered or certified mail or overnight delivery so that at least ten (10) days prior to Closing. Sellers shall cooperate in connection with such Tax Notification is received by the Director. Seller compliance and shall provide all information reasonably requested by Buyer to enable Buyer necessary for Purchaser to complete the Tax Notification as soon as practicableto the extent that the Property includes Hotel Assets in New Jersey. IfSellers’ New Jersey Tax Identification Numbers are 200-000-000/001 (Residence Inn Princeton, at any time prior to settlementNJ), 200-000-000/002 (Residence Inn Somers Point, NJ) and 200-000-000/003 (Residence Inn Tinton Falls, NJ). If the Director Division issues an Escrow Letter or informs Buyer Purchaser that a possible claim (“Claim”) for taxes imposed or to be imposed on Sellertaxes, including any interest or any tax on and penalties thereon, exists (the gain from the sale of the Subject Property (collectively “TaxesNJ Claim”) exists and the amount thereof (the “NJ Deficiency”), then Buyer Purchaser and Seller Sellers shall close as scheduled and without delay, and Buyer Purchaser shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an account NJ Deficiency (the “NJ Tax Escrow”). The , which NJ Tax Escrow shall be held in escrow by Escrow Agent the Escrowee (which, for purposes of the NJ Tax Escrow, will also be called in accordance this Agreement the “NJ Bulk Sales Tax Escrowee”) until such time as the Division issues a Clearance Letter confirming that no money is to remain in escrow. Sellers shall be solely responsible for any fees of the NJ Bulk Sales Tax Escrowee with regard to the NJ Tax Escrow. The terms hereofand conditions of such escrow shall be those set forth in this Section 14.20.4, together with (to the extent not inconsistent with this Section 14.20.4) the other protections for the Escrowee that are expressly set forth elsewhere in this Agreement. If If, after Closing, the Director or Seller Division requests that Buyer Purchaser pay all or any portion of the deficiency NJ Deficiency on behalf of SellerSellers, then Buyer Purchaser shall direct NJ Bulk Sales Tax Escrowee to release to the Escrow Agent toDivision of Taxation such amount from the NJ Tax Escrow. If the Division informs Purchaser that the NJ Deficiency has been fully paid or that Purchaser has no further liability for the NJ Deficiency, and the Escrow Agent shall, promptly then Purchaser shall direct NJ Bulk Sales Tax Escrowee to release such difference to SellerSellers. If the Division gives notice to Purchaser that Sellers are liable for taxes, including interest and penalties thereon, in an amount that is greater than the NJ Tax Escrow, Sellers shall promptly pay the difference to the Division and shall provide Purchaser with evidence thereof. Notwithstanding anything to the contrary contained herein, Seller Sellers shall have the right to negotiate with the Director Division regarding the NJ Claim and the NJ Deficiency; provided, however, that: that (ai) Buyer Purchaser and NJ Bulk Sales Tax Escrowee shall be entitled to comply with all of the instructions of the Director; Division, and (bii) the Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrow. In no event shall the Escrow Agent fail to make any distribution provided for hereunder, including, without limitation, on the grounds that Seller contests any finding of the Director. Notwithstanding anything to the contrary contained herein, Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with the use and operation of the Subject Property prior to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller shall indemnify and hold Buyer harmless from any liability or cost incurred in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this This Section 15.6 14.20.4 shall survive the termination of this Agreement and/or Closing under this AgreementClosing.

New Jersey. (a) Buyer Purchaser shall have the right to comply with N.J.S.A. 54:32B:22 (c54:32B-22(c) and N.J.S.A. 54:4054:50-8, and Seller shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has prepared and delivered an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed 38 by the Director of the New Jersey Division of Taxation (the “Director”) to the New Jersey Bulk Sales Section, and (ii) Buyer may deliver delivering a Notification of Sale, Transfer Transfer, or Assignment in Bulk (Form C-9600), together with the completed TTD and a fully executed copy of this Agreement ) (the “Tax Notification”) to the Director of the Division of Taxation of the State of New Jersey Department of the Treasury (the “Division”) (together with a copy of this Agreement) by registered or certified mail or overnight delivery so that at least ten (10) days prior to Closing. Sellers shall cooperate in connection with such Tax Notification is received by the Director. Seller compliance and shall provide all information reasonably requested by Buyer to enable Buyer necessary for Purchaser to complete the Tax Notification as soon as practicableNotification. IfSellers’ New Jersey Tax Identification Numbers are 000-000-000/001 (Residence Inn Princeton, at any time prior to settlementNJ), 000-000-000/002 (Resident Inn Somers Point, NJ) and 000-000-000/003 (Residence Inn Tinton Falls, NJ). If the Director Division issues an Escrow Letter or informs Buyer Purchaser that a possible claim (“Claim”) for taxes imposed or to be imposed on Sellertaxes, including any interest or any tax on and penalties thereon, exists (the gain from the sale of the Subject Property (collectively “TaxesNJ Claim”) exists and the amount thereof (the “NJ Deficiency”), then Buyer Purchaser and Seller Sellers shall close as scheduled and without delay, and Buyer Purchaser shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an account NJ Deficiency (the “NJ Tax Escrow”). The , which NJ Tax Escrow shall be held in escrow by Escrow Agent the Escrowee (which, for purposes of the NJ Tax Escrow, will also be called in accordance this Agreement the “NJ Bulk Sales Tax Escrowee”) until such time as the Division issues a Clearance Letter confirming that no money is to remain in escrow. Sellers shall be solely responsible for any fees of the NJ Bulk Sales Tax Escrowee with regard to the NJ Tax Escrow. The terms hereofand conditions of such escrow shall be those set forth in this Section 14.20.4, together with (to the extent not inconsistent with this Section 14.20.4) the other protections for the Escrowee that are expressly set forth elsewhere in this Agreement. If If, after Closing, the Director or Seller Division requests that Buyer Purchaser pay all or any portion of the deficiency NJ Deficiency on behalf of SellerSellers, then Buyer Purchaser shall direct NJ Bulk Sales Tax Escrowee to release to the Escrow Agent toDivision of Taxation such amount from the NJ Tax Escrow. If the Division informs Purchaser that the NJ Deficiency has been fully paid or that Purchaser has no further liability for the NJ Deficiency, and the Escrow Agent shall, promptly then Purchaser shall direct NJ Bulk Sales Tax Escrowee to release such difference to SellerSellers. If the Division gives notice to Purchaser that Sellers are liable for taxes, including interest and penalties thereon, in an amount that is greater than the NJ Tax Escrow, Sellers shall promptly pay the difference to the Division and shall provide Purchaser with evidence thereof. Notwithstanding anything to the contrary contained herein, Seller Sellers shall have the right to negotiate with the Director Division regarding the NJ Claim and the NJ Deficiency; provided, however, that: that (ai) Buyer Purchaser and NJ Bulk Sales Tax Escrowee shall be entitled to comply with all of the instructions of the Director; Division, and (bii) the Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrow. In no event shall the Escrow Agent fail to make any distribution provided for hereunder, including, without limitation, on the grounds that Seller contests any finding of the Director. Notwithstanding anything to the contrary contained herein, Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with the use and operation of the Subject Property prior to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller shall indemnify and hold Buyer harmless from any liability or cost incurred in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this This Section 15.6 14.20.4 shall survive the termination of this Agreement and/or Closing under this AgreementClosing.

New Jersey. (a) Buyer shall have the right to comply with N.J.S.A. 54:32B:22 (c) and N.J.S.A. 54:40-8, and Seller shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has prepared providing the information needed so that Buyer can file and delivered an Asset Transfer Tax Declaration (serve the “TTD”) in notice required by N.J.S.A. 54:50-38 et seq., and any other applicable state statute, concerning this impending sale of commercial real property, including notice to the form prescribed by the Director Bulk Sales Unit of the State of New Jersey Jersey, Division of Taxation (the “DirectorDivision”) to the New Jersey Bulk Sales Section), and (ii) Seller agrees to fully comply with N.J.S.A. 54:50-38 et seq. and applicable statutes. Such cooperation shall include promptly supplying to Buyer may deliver a the information requested of Seller on the State form known as the “Notification of Sale, Transfer Transfer, or Assignment in Bulk (Form C-9600), together with the completed TTD Bulk,” and a fully executed copy of this Agreement (the “Tax Notification”) to the Director by registered or certified mail or overnight delivery so any other and additional information that such Tax Notification is received by the Director. Seller shall provide all information may be reasonably requested by Buyer to enable Buyer to complete the Tax Notification as soon as practicable. IfDivision, at any time prior to settlementsuch as, for example, the Director informs Buyer that a possible claim (“Claim”) for taxes imposed or to be imposed on Seller, including information requested in any interest or any tax on the gain from the sale of the Subject Property (collectively “Taxes”) exists and the amount thereof (the “Deficiency”), then Asset Transfer Tax Declaration form. Buyer and Seller shall close as scheduled and without delay, and Buyer shall withhold acknowledge that it is within the portion authority of the Division to direct that funds from the Acquired Accounts applicable to any of the Individual Hotels located in the state of New Jersey (or from the Purchase Price equal if there are insufficient funds in such applicable Acquired Accounts) be placed into escrow at Closing. Buyer and Seller agree to abide by all notifications of the Division. Buyer and Seller agree that in the event that such an escrow is required by the State of New Jersey, Escrow Agent shall act as escrow holder in connection with any required escrow. The escrow monies will be held in escrow in a non-interest bearing account until the Division makes a final determination as to the amount of the Deficiency, which amount so withheld shall be placed in an account (the “Tax Escrow”). The Tax Escrow shall be held any State taxes owed by Escrow Agent in accordance with the terms hereof. If after Closing, the Director or Seller requests that Buyer pay all or any portion of the deficiency on behalf of Seller, then Buyer shall direct the Escrow Agent to, and the escrow monies will be released in accordance with, and only upon receipt of, a Tax Clearance Letter from the Division. Escrow Agent shall, promptly release such difference shall be authorized to Seller. Notwithstanding anything pay to the contrary herein, Seller shall have State of New Jersey such amounts as may be ultimately determined by the right Division to negotiate with the Director regarding the Claim be due and the Deficiency; provided, however, that: (a) Buyer shall be entitled to comply with all of the instructions of the Director; (b) Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrowowing. In no event shall Buyer be required to complete the Escrow Agent fail to make any distribution provided for hereunder, including, without limitation, on Closing until such time as the grounds that Seller contests any finding Division has issued a Tax Clearance Letter. If the amount of the Director. Notwithstanding anything escrow directed to be held by the contrary contained hereinDivision shall exceed the amount of the sale proceeds otherwise to be paid to Seller at Closing, then Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with fund the use and operation balance of the Subject Property prior escrow amount from funds in the Acquired Accounts applicable to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller shall indemnify and hold Buyer harmless Individual Hotels located in the State of New Jersey (or from any liability or cost incurred the Purchase Price if there are insufficient funds in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this Section 15.6 shall survive the termination of this Agreement and/or Closing under this Agreementapplicable Acquired Accounts).

New Jersey. (a) Buyer shall have the right to comply with N.J.S.A. 54:32B:22 (c) and N.J.S.A. 54:40-8), and Seller shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has prepared and delivered an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed by the Director of the New Jersey Division of Taxation (the “Director”) to the New Jersey Bulk Sales Section, and (ii) Buyer may deliver a Notification of Sale, Transfer or Assignment in Bulk (Form C-9600), together with the completed TTD and a fully executed copy of this Agreement (the “Tax Notification”) to the Director by registered or certified mail or overnight delivery so that such Tax Notification is received by the Director. Seller shall provide all information reasonably requested by Buyer to enable Buyer to complete the Tax Notification as soon as practicable. If, at any time prior to settlement, the Director informs Buyer that a possible claim (“Claim”) for taxes imposed or to be imposed on Seller, including any interest or any tax on the gain from the sale of the Subject Property (collectively “Taxes”) Taxes exists and the amount thereof (the “Deficiency”), then Buyer and Seller shall close as scheduled and without delay, and Buyer shall withhold the portion of the Initial Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an account (the “Tax Escrow”). The Tax Escrow shall be held by Escrow Agent an escrow agent in accordance with the terms hereof. If after Closing, the Director or Seller requests that Buyer pay all or any portion of the deficiency on behalf of Seller, then Buyer shall direct the Escrow Agent escrow agent to, and the Escrow Agent escrow agent shall, promptly release such difference to Seller. Notwithstanding anything to the contrary herein, Seller shall have the right to negotiate with the Director regarding the Claim and the Deficiency; provided, however, that: (a) Buyer shall be entitled to comply with all of the instructions of the Director; (b) Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrow. In no event shall the Escrow Agent escrow agent fail to make any distribution provided for hereunder, including, without limitation, including on the grounds that Seller contests contest any finding of the Director. Notwithstanding anything to the contrary contained hereinherein (but subject, however, to Section 3.6 hereof), Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with the use and operation of the Subject Property prior to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller shall indemnify and hold Buyer harmless from any liability or cost incurred in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this Section 15.6 11.6 shall survive the termination of this Agreement and/or Closing under this Agreement.

New Jersey. (a) Buyer shall have the right to comply with N.J.S.A. 54:32B:22 (c) and N.J.S.A. 54:40-8, and Seller Sellers shall cooperate in connection with such compliance. In furtherance thereof: (i) Seller has Sellers have prepared and delivered an Asset Transfer Tax Declaration (the “TTD”) in the form prescribed by the Director of the New Jersey Division of Taxation (the “Director”) to the New Jersey Bulk Sales Section, and (ii) Buyer may deliver a Notification of Sale, Transfer or Assignment in Bulk (Form C-9600), together with the completed TTD and a fully executed copy of this Agreement (the “Tax Notification”) to the Director by registered or certified mail or overnight delivery so that such Tax Notification is received by the Director. Seller Sellers shall provide all information reasonably requested by Buyer to enable Buyer to complete the Tax Notification as soon as practicable. If, at any time prior to settlement, the Director informs Buyer that a possible claim (“Claim”) for taxes imposed or to be imposed on SellerSellers, including any interest or any tax on the gain from the sale of the Subject Property (collectively “Taxes”) exists and the amount thereof (the “Deficiency”), then Buyer and Seller Sellers shall close as scheduled and without delay, and Buyer shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an account (the “Tax Escrow”). The Tax Escrow shall be held by Escrow Agent in accordance with the terms hereof. If after Closing, the Director or Seller Sellers requests that Buyer pay all or any portion of the deficiency on behalf of SellerSellers, then Buyer shall direct the Escrow Agent to, and the Escrow Agent shall, promptly release such difference to SellerSellers. Notwithstanding anything to the contrary herein, Seller Sellers shall have the right to negotiate with the Director regarding the Claim and the Deficiency; provided, however, that: (a) Buyer shall be entitled to comply with all of the instructions of the Director; (b) Closing shall not be delayed as a result thereof; and (c) Buyer shall not be liable for any amount in excess of the Tax Escrow. In no event shall the Escrow Agent fail to make any distribution provided for hereunder, including, without limitation, on the grounds that Seller contests Sellers contest any finding of the Director. Notwithstanding anything to the contrary contained herein, Buyer shall not be liable for any Taxes (including, but not limited to, Taxes owed in connection with the use and operation of the Subject Property prior to Closing, or any Taxes on any gain realized upon the sale, transfer or assignment of the Subject Property) and Seller Sellers shall indemnify and hold Buyer harmless from any liability or cost incurred in connection with any claim for any such Taxes, including any interest and penalties thereon and costs and fees imposed by the Director relating thereof. The indemnification provision in this Section 15.6 shall survive the termination of this Agreement and/or Closing under this Agreement.