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(c) Closing Costs. Seller shall pay the cost of recording any instruments <br />required to discharge any liens or encumbrances against the Property, any <br />real estate transfer or deed tax or fee applicable to the transaction <br />contemplated herein and Seller’s customary closing costs. Buyer shall pay <br />for all premiums for Title Insurance, the fee for recording the Deed, any <br />mortgage registration tax, and Buyer’s customary closing costs. Each party <br />shall pay for its own legal, accounting, or other advisors’ costs. Buyer and <br />Seller shall split escrow fees evenly. <br /> <br />(d) Operating Expenses. All current operating expenses for the Real Property <br />shall be prorated to the Closing Date. <br /> <br />10. Casualty Damage. In the event that the Property or any portion thereof shall be <br />damaged by any casualty occurring prior to Closing, this Agreement shall be null and void, at <br />Buyer’s option, and all Earnest Money paid hereunder shall be immediately refunded to Buyer. <br />Seller shall promptly give Buyer written notice of any such casualty occurrence. If Buyer elects <br />to consummate the transaction, Buyer shall be entitled to any and all insurance proceeds payable <br />to Seller as a result of such casualty, regardless of whether such proceeds are payable prior to, on <br />or after the Closing Date. In the event Buyer elects to consummate this transaction, Seller agrees <br />that it will not make any adjustment or settlement of any insurance proceeds without Buyer’s prior <br />written consent, which may be withheld in Buyer’s discretion. <br /> <br />11. Condemnation. If prior to Closing there arises any actual or threatened <br />condemnation or exercise of eminent domain for the taking of all or any part of the Property, or <br />any actual or threatened proceeding for the closure or impairment of access to the Property, Seller <br />shall promptly notify Buyer upon becoming aware of the same. Buyer at its election may then <br />terminate this Agreement and the Earnest Money paid hereunder shall be immediately refunded to <br />Buyer. If Buyer shall not elect to so terminate this Agreement, this Agreement shall remain in full <br />force and effect in accordance with its other provisions and if the sale and purchase contemplated <br />hereunder closes, Buyer shall be entitled to any and all condemnation awards or similar <br />compensation payable to Seller as a result of such condemnation, regardless of whether such <br />awards or compensation are payable prior to, on or after the Closing Date. <br /> <br />12. Environmental. In the event that Seller discloses actual or threatened <br />contamination of the Property to Buyer or if Buyer’s environmental testing discloses actual or <br />threatened contamination, then Buyer, at its election, may either terminate this Agreement during <br />the Due Diligence Period and receive a full refund of all Earnest Money paid or proceed with the <br />transaction contemplated hereby. <br /> <br />13. Broker and Commissions. Each party agrees to defend, indemnify, hold the other <br />harmless of and from any and all claims, loss, liabilities and expenses (including, but not limited <br />to, reasonable attorneys’ fees) incurred by the indemnified party arising out of, or resulting from, <br />any claim by any broker or finder to the extent based upon any statement, representation or <br />agreement made by the indemnifying party. The provisions of this Section 13 shall survive <br />Closing. <br />