Seller represents, warrants and covenants to Buyer that all state and local transaction privilege, sales, excise, use or similar taxes relating to the development, sale or rental of the Property prior to the Closing Date (including, without limitation any speculative builder tax, owner-builder tax, construction contractor tax, or rent tax) have been or timely will be paid. Seller will additionally pay any such taxes that may arise or be assessed against Seller as a result of the sale of the Property to the appropriate taxing authorities as and when due. Seller will indemnify, defend and hold harmless the Buyer Indemnified Parties from any and all Claims relating to a breach of such tax payment obligations. The provisions of this Section shall survive Closing.