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5. Real Estate Taxes. Seller is responsible for all taxes due on the Property up to,
<br /> but not including, the date of closing. On and after the date of closing, Purchaser shall be
<br /> responsible for all taxes due on the Property.
<br /> 6. Marketable Title. Seller is responsible for delivering marketable title to the
<br /> Easement. Marketable title shall be determined according to applicable title standards adopted by
<br /> The Florida Bar in accordance with Florida law subject only to those exceptions that are
<br /> acceptable to Purchaser. Seller shall satisfy any encumbrances or liens affecting the Property
<br /> at the time of Closing which shall not be deemed to include any mortgages or liens encumbering
<br /> any of the individual condominium units located at Winston Towers 600 which comprise Winston
<br /> Towers 600 Condominium Association, Inc. Seller shall be liable for any encumbrances not
<br /> disclosed in the public records but known to Seller or arising after Closing as a result of
<br /> actions of Seller which affect the Property. Seller agrees that it will not take any action after the
<br /> execution of this Agreement which shall adversely affect the status of title to the Property.
<br /> Notwithstanding the foregoing, Purchaser has examined title to the Property and agrees to
<br /> purchase the Easement and accept title to the Property subject to those exceptions which have
<br /> been identified and are known to Purchaser.
<br /> 7. Inspectionagents, employees and Testing. Purchaser, its em to ees and representatives shall,
<br /> upon reasonable notice, have access to the Property at all times prior to Closing or the earlier
<br /> termination of this Agreement with full right to: (a) inspect the Property, and (b) to conduct
<br /> any and all inspections, investigations and tests thereon, including, but not limited to, soil borings
<br /> and environmental testing, all at Purchaser's expense (collectively, the foregoing are referred to as
<br /> the "Inspections"). Purchaser shall not permit the Inspections or any other activities undertaken
<br /> by Purchaser, its agents, employees and/or representatives, to result in any liens, judgments or
<br /> other encumbrances being filed or recorded against the Property (or any portion thereof), and
<br /> Purchaser shall, at its sole cost and expense, discharge of record any such liens or encumbrances
<br /> that are so filed or recorded (including, without limitation, liens for services, labor or materials
<br /> furnished) against the Property (or any portion thereof) in connection with or as a result of the
<br /> Inspections within ten(10) days of such filing or recordation, as applicable. Except, and then only
<br /> to the extent, caused by the gross negligence or willful misconduct of Seller, Purchaser agrees to
<br /> indemnify and hold harmless Seller from and against any and all claims,demands,causes of action,
<br /> losses, damages, liabilities, costs and expenses (including, without limitation, reasonable
<br /> attorneys' fees and disbursements), suffered or incurred by Seller arising out of or in connection
<br /> with (i) Purchaser's and/or Purchaser's agents, employees and/or representatives' entry upon the
<br /> Property, (ii) any Inspections or other activities conducted on or about the Property by Purchaser
<br /> or Purchaser's agents, employees and/or representatives, (iii) any liens or encumbrances filed or
<br /> recorded against the Property as a consequence of the Inspections, and/or (iv) any and all other
<br /> activities undertaken by Purchaser or Purchaser's agents, employees, and/or representatives with
<br /> respect to the Property. In addition, Purchaser shall promptly repairair any damage to the Property
<br /> (or any portion thereof) resulting from any such Inspections, take all actions and implement all
<br /> protections necessary to ensure that the Inspections and the equipment, materials, and substances
<br /> generated, used or brought onto the Property (or any portion thereof) in connection with the
<br /> Inspections, pose no threat to the safety or health of persons or the environment, and cause no
<br /> damage to the Property (or any portion thereof) or other property of Seller or other persons. Also,
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