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. . . due and payable in the year of Closing shall be prorated pursuant to Section 7 of this Agreement. 10.3 Allocation of Taxes. The parties agree that since the Initial Parcel is tax exempt, real estate taxes allocable to the City Parcel shall be zero. 11. Commissions. Each party represents that all negotiations on its behalf relative to this Agreement and the transactions contemplated by this Agreement have been carried on directly between the parties, without the intervention of any party as broker, finder or otherwise and that there are no claims for brokerage commissions or finders' fees in connection with the execution of this Agreement. Each party hereby indemnifies the other from and against all losses, damages, costs, expenses (including reasonable fees and expenses of attorneys), causes of action, suits or judgments of any nature arising out of any claim, demand or liability to or asserted by any broker, agent or finder, claiming to have acted on behalf of the indemnifying party in connection with this transaction. 12. 1031 Tax Deferred Exchanqe (Buyer). Seller agrees to facilitate Buyer's disposition of real property of like-kind in an exchange for the Property within the meaning of Section 1031 of the Internal Revenue Code of 1986 by accepting the purchase price for the Property from a "Qualified Intermediary", as defined in Treasury Reg. !j1.1031(k)-1(g)(4), provided that obligations to be performed by Seller and the liabilities to be assumed by Seller are no greater than those obligations which Seller is required to perform and/or those liabilities which Seller is to assume as set forth in this Agreement. 13. Notice. Any notice to be given by one party hereto shall be personally delivered, sent by confirmed facsimile transmission, sent by registered or certified mail or sent by a nationally recognized courier service that issues a receipt to the other parties hereto at the addresses set forth for each party in the first paragraph of this Agreement, in each case to the attention of the President if the party receiving notice is a business entity, and with a copy in Buyer's case to its Legal Department (or to such other address as may be designated by notice to the other parties), and shall be deemed given upon the earlier of personal delivery, the date postmarked, delivery to such courier or the refusal to accept such service. 14. Force Maieure. If there shall occur any event which is beyond the reasonable control of either party to this Agreement and not due to the fault or negligence of that party, this condition shall be considered an "Unavoidable Delay". If either party shall, as a result of any Unavoidable Delay, fail to punctually perform any obligation (except for the payment of money) specified in this Agreement, then this failure shall not be deemed a breach or default of the applicable time periods in which to perform. 15. Cumulative Riqhts. No right or remedy conferred or reserved to Buyer or Seller is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative in and in addition to every other right or remedy existing at law, in equity or by statute, now or hereafter. 16. Entire AQreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements Purchase Agreemenl 4 9