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and liabilities respecting the business or otherwise, including interest, penalties, and reasonable attorneys' fees, that Buyer shall incur by reason of Seller's breach of any representation, warranty, covenant, promise, or agreement covered by this Agreement or in any exhibit, schedule, or other instrument attached hereto or furnished, or to be furnished, by Seller under this Agreement. Seller shall indemnify buyer against all liabilities and obligations of Seller and the Corporation not expressly assumed herein by Buyer. (b) Buyer shall indemnify Seller against any and all claims, demands, losses, costs, obligations, and liabilities that Seller may incur or suffer as a result of Buyer's breach of any agreement, covenant, or warranty in this Agreement. Buyer shall indemnify Seller against any claim or loss resulting from Buyer's breach of or failure to perform, after the Closing Date, any duty or obligation of Seller under any contract, lease, loan agreement, or other agreement to which Seller is a party or by which Seller is otherwise bound at the Closing Date, but only to the extent that Buyer expressly assumes such duties or obligations. 10. Maintenance of Insurance Seller shall continue to carry all existing insurance on the business, assets, and properties covered by this Agreement to the closing date, subject to variations in amounts resulting from the ordinary operations of the business. 11. Expenses of Sale Seller and Buyer shall each pay all costs and expenses incurred or to be incurred by each of them respectively in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated thereby. 12. Access to Books and Records For a period of 5 years from the effective date of this Agreement, Buyer shall be given access to books and records of Seller which are retained by Seller to the extent reasonably necessary to effectuate the full purpose and, intent of this Agreement. For a period of 5 years from the effective date of this Agreement, Seller shall be given access to any books and records of the Corporation which are delivered to Buyer to the extent reasonably necessary to effectuate the full purpose and intent of this Agreement. GOLF COURSE SERVICES PURCHASE AGREEMENT PAGE 6 rev 6/27/97, 6/30/97