All real estate taxes, assessments and governmental charges, payments in lieu of taxes (including, without limitation, annual service charges, land taxes, administrative fees and other consideration under the terms of the Financial Agreement) or assessments imposed by any governmental authority (“ Taxes ”) for the year in which the Closing occurs shall be prorated between Buyer and Sellers with respect to the Property as of the Closing on the basis of the fiscal year assessed. If the Closing occurs prior to the receipt by Sellers of the tax bill for the Property for applicable tax period in which the Closing occurs, Taxes with respect to the Property shall be prorated for such calendar year or other applicable tax period based upon the prior year’s tax bill. Notwithstanding the foregoing, Taxes shall not be prorated with respect to the Property to the extent that the Occupancy Tenant is obligated to pay the full amount of the Taxes directly to the applicable taxing authority and the Occupancy Tenant is current with respect to such payments. Sellers, not Buyer, shall be responsible for any supplemental taxes or omitted assessments relating to the period prior to the Closing Date, regardless of when such supplemental taxes or omitted assessments are actually assessed, and Sellers shall promptly pay such amounts so as to avoid any enforcement by the applicable governmental authorities for payment; provided, however, that if in connection with obtaining the City’s Consent or otherwise, the City shall issue a writing indicating that it does not believe that any supplemental taxes or omitted assessments are or will become due for the period prior to the Closing Date, then Sellers’ liability under this sentence shall be subject to the limitation on liability set forth in Section 18. The obligations set forth in this Section 10(a) shall survive the Closing for a period of one (1) year after the Closing Date.