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10. INDEMNIFICATION. Seller agrees to indemnify and hold harmless
<br /> Purchaser, against and in respect of, any and all damages,claims, losses, liabilities and
<br /> expenses, including without limitation reasonable legal, accounting, consulting, engineering
<br /> and other expenses. which may be incurred by the Purchaser, or which may be imposed upon
<br /> Purchaser by any other party or parties (including, without limitation,a governmental entity).
<br /> arising out of or in connection with the Seller's use, ownership.and operation of the Property
<br /> through the Closing Date and/or any Hazardous Materials situated therein as of or prior to the
<br /> Closing Date hereof, including the exposure of any person to any such I Iazardous Material, or
<br /> exposure resulting from activities of Seller or Seller's predecessors in interest. This indemnity
<br /> shall survive the closing of this transaction for two (2) years, and shall be in addition to
<br /> Seller's obligations for breach of any representation or warranty.
<br /> H. TAXES. Real property taxes for the year of Closing due and payable the
<br /> following year shall be prorated to the day of the Closing on the basis of the most recently
<br /> available assessment and mill levy. Seller shall pay all special assessments for the Property as
<br /> and to the extent then owing and payable on the Closing Date. This proration shall be
<br /> considered final settlement of real property taxes.
<br /> 12. PRESERVATION OF PROPERTY; RISK OF LOSS. Except as otherwise
<br /> set forth herein, Seller agrees that the Property shall remain as it now is until Closing, that no
<br /> timber, sand, gravel, minerals, improvements or any other part of the Property shall be sold or
<br /> removed from the Property, and that that Seller shall neither use nor consent to any use of the
<br /> Property for any purpose or in any manner which would adversely affect Purchaser's intended
<br /> use of the Property as a conservation area or similar use. This covenant expressly precludes
<br /> any timber cutting on the Property. In the event Seller shall use or consent to such use of the
<br /> Property, Purchaser may, without liability and as its sole remedy, refuse to accept the
<br /> conveyance of title, in which event the Deposit shall be refunded; or it alternatively may elect
<br /> to accept the conveyance of title to the Property or any portion thereof. in which case there
<br /> shall be an equitable adjustment of the Purchase Price based on the change in circumstances.
<br /> 13. COSTS AND FEES. Seller shall pay the premium for the Title Policy. The
<br /> Parties shall split all costs of closing. Purchaser shall pay all recording fees and all
<br /> documentary fees, if any. All other Closing costs shall be borne by the parties in accordance
<br /> with local custom. Each Party shall be responsible for its own attorneys' fees.
<br /> 14. DEFAULT. A Party shall be in default under this Agreement if it fails to
<br /> perform any of its obligations under this Agreement as they become due or fails to comply
<br /> with any covenant or restriction contained in this Agreement. If any Party is in default, the
<br /> non-defaulting Party shall have the remedies described below in this Article 14.
<br /> 14.1. Prior to Closing. Prior to Closing, the non-defaulting Party may
<br /> terminate this Agreement by delivering to the other Party a written notice stating that
<br /> this Agreement is terminated and specifying the event of default. Either Party shall
<br /> also have the right to terminate this Agreement in certain other circumstances, as
<br /> expressly provided elsewhere in this Agreement. Termination shall relieve the Parties
<br /> from all obligations to each other under this Agreement with respect to the Properties.
<br /> except that termination shall not affect Purchaser's obligations under Section G
<br /> "Satisfactory Inspection And Review: Due Diligence; Inspection; Right of Entry"
<br /> above, or as otherwise expressly set forth herein. Upon termination for any reason
<br /> other than Seller's default, Purchaser will deliver to Seller all plans,contracts, reports.
<br /> engineering and marketing studies and other material in its possession which relate to
<br /> the Property and which were provided to Purchaser by Seller, as well as all reports and
<br /> other information acquired or obtained by Purchaser in connection with Purchaser's
<br /> diligence and inspections. Except as otherwise set forth herein,termination shall
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