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premium costs of mortgagee's title policies and endorsements and <br />deletions; and Buyer's expenses and attorney's fees. <br />C. Ad Valorem Taxes. Ad valorem taxes for the Property for the calendar <br />year of closing will be prorated between Buyer and Seller as of the <br />Closing Date. Seller's portion of the prorated taxes will be paid to Buyer <br />at closing as an adjustment to the Purchase Price. If the assessment for the <br />calendar year of closing is not known at the Closing Date, the proration <br />will be based on taxes for the previous tax year, and Buyer and Seller will <br />adjust the prorations in cash within thirty days of when the actual <br />assessment and taxes are known. Seller will promptly notify Buyer of all <br />notices of proposed or final tax valuations and assessments that Seller <br />receives after the Effective Date and after closing. All taxes due as of <br />closing will be paid at closing. <br />d. Postclosing Adjustments. If errors in the prorations 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 hereby agrees, to the extent permitted <br />by law, to defend, indemnify and hold harmless Seller, from and <br />against any claim by third parties for brokerage, commission, finder's <br />or other fees relative to this Contract or the sale of the Property, and <br />any court costs, attorney's fees or other costs or expenses arising <br />therefrom, if said third party claims are alleged to arise out of an <br />agreement or understanding with Buyer. Seller hereby agrees to <br />indemnify and hold harmless Buyer from and against any claim by <br />third parties for brokerage, commission, finder's or other fees relative <br />to this Contract or the sale of the Property, and any court costs, <br />attorney's fees or other costs or expenses arising therefrom, if said <br />third party claims are alleged to arise out of an agreement or <br />understanding with Seller. Buyer represents and warrants to Seller that <br />Buyer has not contracted with any real estate broker, finder, or other party <br />in connection with this transaction and that Buyer has not taken any action <br />which would result in any real estate broker's, finder's, or other fees being <br />due and payable to any other party with respect to the transaction <br />contemplated hereby. Seller represents and warrants to Buyer that Seller <br />has not contracted with any real estate broker, finder, or other party in <br />connection with this transaction and that Seller has not taken any action <br />which would result in any real estate broker's, finder's, or other fees being <br />due and payable to any other party with respect to the transaction <br />contemplated hereby. Notwithstanding anything to the contrary contained <br />in this Contract, the indemnities set forth in this paragraph shall survive <br />the closing. <br />