All Taxes and assessments shall be prorated as of the Cut-Off Time between Sellers and Purchaser. If the amount of any such Taxes is not ascertainable on the Closing Date, the Proration for such Taxes shall be based on the portion of the Purchase Price allocated to the Real Property pursuant to Section 3.4.1 and utilizing the millage rate as set forth on Hardcourt’s 2016 Notice of Ad Valorem Taxes and Non-Ad Valorem Assessments with allowance made for the maximum allowable discount for early payment; provided, however, that after the Closing, Sellers and Purchaser shall re-prorate the Taxes and pay any deficiency or excess in the original Proration to the applicable Party promptly upon receipt of the actual bill for the relevant taxable period. Any additional Taxes in the nature of “roll back” taxes or relating to the year of Closing arising out of a change in the use of any portion of the Real Property or a change in ownership shall be paid by Sellers when due and payable, and Sellers will indemnify Purchaser from and against any and all such Taxes, which indemnification obligation will survive the Closing.