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indemnifying party, and any costs and expenses incurred in defending against any such claim, <br />including court costs and reasonable attorneys' fees. The representations and agreements set <br />forth in this Paragraph 10 shall survive the Closing. <br />11. Prorations. All items of expense shall be paid, prorated or adjusted as of the close of <br />business on the Closing Date in the manner hereinafter set forth: <br />a. Real estate taxes and installments of special assessments due and payable in the <br />year of Closing shall be prorated between Seller and Buyer on the basis of the number of <br />days in the calendar year of Closing before the Closing Date (as to Seller) and on and <br />after the Closing Date (as to Buyer). Buyer shall pay all real estate taxes and installments <br />of special assessments due and payable in the year following Closing and thereafter. <br />b. All other items which are customarily prorated in transactions similar to the <br />transaction contemplated hereby and which were not heretofore dealt with, will be <br />prorated as of the Closing Date. In the event any prorations or computations made under <br />this Paragraph are based on estimates or prove to be incorrect, then either party shall be <br />entitled to an adjustment to correct the same, provided that it makes written demand on <br />the party from whom it is entitled to such adjustment within ninety (90) days after <br />Closing. <br />12. Closing Costs. In addition to the other costs and expenses specifically provided for in <br />this Agreement, closing costs and expenses shall be borne as follows: <br />a. Seller shall be obligated for and shall pay: <br />(i) Cost of issuance of the Commitment; <br />(ii) One-half (1/2) of the closing fees and escrow fees charged by the Title <br />Company, except costs and fees relating to Buyer's 1031 Exchange; <br />(iii) The cost of recording or filing the Deed; <br />(iv) All state deed or transfer taxes; <br />(v) All fees for recording all documents necessary to place record title in <br />Seller's name and in the condition represented by Seller in this Agreement; <br />and <br />(vi) Seller's attorneys' fees. <br />b. Buyer shall be obligated for and shall pay: <br />8 <br />36 <br />