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those to be recorded at Seller's expense; Title Company's inspection fee to <br />delete from the Title Policy the customary exception for parties in <br />possession; the costs to obtain the Survey; the costs to deliver copies of the <br />instruments described in section A.5; the additional premium for the <br />"survey /area and boundary deletion" in the Title Policy, if the deletion is <br />requested by Buyer; the costs of work required by Buyer to have the <br />survey reflect matters other than those required under this contract; the <br />costs to obtain financing of the Purchase Price, including the incremental <br />premium costs of mortgagee's title policies and endorsements and <br />deletions required by Buyer's lender; and Buyer's expenses and attorney's <br />fees. <br />C. Ad valorem Taxes. Ad valorem taxes for the Property for the calendar year <br />of closing will be prorated between Buyer and Seller as of the Closing <br />Date. Seller's portion of the prorated taxes will be paid to Buyer at closing <br />as an adjustment to the Purchase Price. If the assessment for the calendar <br />year of closing is not known at the Closing Date, the proration will be <br />based on taxes for the previous tax year, and Buyer and Seller will adjust <br />the prorations in cash within thirty days of when the actual assessment and <br />taxes are known. Seller will promptly notify Buyer of all notices of <br />proposed or final tax valuations and assessments that Seller receives after <br />the Effective Date and after closing. All taxes due as of closing will be <br />paid at closing. <br />d. Posiclosing Adjustments. If errors in the proration made at closing are <br />identified within ninety days after closing, Seller and Buyer will make <br />postclosing adjustments to correct the errors within fifteen days of receipt <br />of notice of the errors. <br />e. Broker's Commissions. Buyer will not be responsible for payment of any <br />Broker's Commissions and seller agrees to indemnify, defend and hold <br />Buyer harmless from any loss, attorney's fees, court costs and other costs <br />arising out of a claim by any person or entity claiming a fee or commission <br />arising from this transaction. <br />3. Issuance of Title Policy. Seller will cause Title Company to issue the Title Policy <br />to Buyer as soon as practicable after closing. <br />L. Default and Remedies <br />1. Seller's Default. If Seller fails to perform any of its obligations under this contract <br />or if any of Seller's representations is not true and correct as of the Effective Date or on the <br />Closing bate ( "Seller's Default "), Buyer may elect either of the following as its sole and <br />exclusive remedy: <br />