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<br />other charges which become due and payable within 30 days <br />prior to the date of the Closing, shall be prorated as of <br />the date of the Closing. Any such rents or other charges <br />which are delinquent by more than 30 days as of the date <br />of the Closing shall not be prorated. <br />(iii) In the event that, on the date of the Closing, <br />any tenant under any of the Agricultural Leases is <br />delinquent in the payment of rent or any other sum <br />payable thereunder by more than 30 days, said delinquent <br />rent shall remain the property of Seller and no proration <br />with respect thereto shall be made at the Closing. <br />Following the application of the amounts collected to <br />rental obligations for periods after the date of the <br />Closing, Buyer shall remit any balance thereof to Seller. <br />Seller reserves the right to take any action Seller deems <br />necessary to collect such delinquent rent, provided that <br />Seller shall not terminate any of the Agricultural Leases <br />or dispossess any of the tenants thereunder. Buyer shall <br />include such delinquent .rents on all bills for rent <br />submitted from and after the date of the Closing. Any <br />such amounts applicable to such delinquent rents <br />collected by Buyer after the date of the Closing, less <br />any reasonable out-of-pocket collection costs incurred by <br />Buyer, shall be promptly forwarded to Seller. <br />• 17. Sales Commissions. Buyer and Seller each hereby <br />warrant and represent to the other that it has not dealt with any <br />broker in connection with the transaction contemplated herein, <br />except for Cushman & Wakefield of Colorado, Inc. {the "Broker"), <br />which has represented Seller. Upon the consummation of the sale of <br />the Property as contemplated herein, Seller shall pay to the Broker <br />the commission which Seller has agreed to pay by separate agreement <br />with the Broker. Seller shall indemnify and hold harmless Buyer <br />from and against any and all claims for commissions, fees, or other <br />compensation payable to the Broker or to any other real estate <br />broker, agent, salesman, finder, or other person as a result of the <br />sale of the Property and on account of any implied or express <br />commitment or undertaking made by Seller. Buyer shall indemnify <br />and hold harmless Seller from and against any and all claims for <br />commissions, fees, or other compensation payable to any real estate <br />broker, agent, salesman, finder, or other person (except the <br />Broker) as a result of the sale of the Property and on account of <br />any implied or express commitment or undertaking made by Buyer. <br />18. No Assignment. This Agreement shall be binding and <br />effective on and inure to the benefit of the successors and assigns <br />of the parties hereto. Buyer shall not, without the prior written <br />consent of Seller, which consent may not be unreasonably withheld, <br />assign or otherwise transfer or encumber this Agreement or any <br />interest of Buyer herein. In no event shall it be deemed <br />• unreasonable for Seller to withhold its consent to any assignment <br />of this Agreement by Buyer which may result in a reduction in the <br />financial capability of the entities responsible for the monetary <br />-11- <br />