Common use of Broker’s Commissions Clause in Contracts

Broker’s Commissions. Seller and Purchaser each represent to the other party that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Broker”). Seller shall pay to the Broker all commissions due to the Broker, pursuant to the commission agreement between Seller and Broker (the “Listing Agreement”), at Closing, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder; provided, however, that the total liability of Seller with respect to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) hereof. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice Date.

Broker’s Commissions. Seller and Purchaser each represent to the other party that Seller's broker for all purposes in connection with the this transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB Matthew P. Minnis of Moody Rambin Interests telephone 713-▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇le 7▇▇-▇▇0-▇▇▇▇ ("Seller's Broker"). Seller sh▇▇▇ pay any fee▇ ▇▇▇ ▇▇▇▇▇ (the “Broker”). Seller shall pay ▇▇sions owing to the Seller's Broker all commissions due to the Broker, pursuant to the commission terms of a separate written agreement between Seller and Broker (the “Listing Agreement”), at Closing, if the transaction contemplated by the Agreement is consummatedSeller's Broker. Seller shall defendagrees to indemnify, indemnify defend and hold Buyer harmless Purchaser from and against any and all claims of brokersloss, finders liability, damage, cost or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses expense (including, without limitation, reasonable attorneys’ ' fees) paid or incurred by Buyer by reason of any claim to any broker's, finder's or other fee in connection with this transaction by Seller's Broker. Buyer shall have no obligation of any kind to pay a commission, fee or other amount to Seller's Broker in connection with this transaction. Each party represents and warrants to the other party that no real estate agents, brokers, or finders other than Seller's Broker (the payment of whom is Seller's sole responsibility) has participated or been involved in this Agreement or this transaction. In the event any claim is made by any person or entity other than Seller's Broker for any real estate commissions, fees, or other compensation in connection with this Agreement or this transaction and based upon any agreements, understandings, dealings or communications with a particular party, such party shall indemnify and hold all other parties harmless from the same and from any loss, cost, damage, or expense, including, without limitation, attorneys' fees and costs) arising from costs of suit, appeal and related to matters being indemnified hereunder; providedcollection, howeverwhich such other parties may realize, that the total liability of Seller with respect to the foregoing shall be subject to the conditions and limitations suffer or incur therefrom. The obligations set forth in Section 6(b) hereof. No broker, finder or like party this section shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall expressly survive the expiration or termination Closing of this Agreement or transaction and shall not be merged into the Closing through the Representation Notice Dateclosing documents.

Broker’s Commissions. Seller Partnership and Purchaser each represent to the other party that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller Partnership, any Subsidiary or Purchaser or is entitled to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Broker”). Seller Partnership shall pay to the Broker all commissions due to the Broker, pursuant to the commission agreement between Seller and Broker Commissions Agreement dated as of February 16, 2007 (the “Listing Agreement”), at Closing, if the transaction contemplated by the Agreement is consummated. Seller Partnership shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller Partnership in connection herewith. Purchaser represents to Seller Partnership that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller Partnership from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller Partnership and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder; provided, however, that the total liability of Seller Partnership with respect to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) 8 hereof. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 15 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice DateDecember 31, 2007.

Broker’s Commissions. (a) Purchaser and Seller each represents and Purchaser each represent warrants to the other party that in connection it has not dealt with the transaction contemplated hereby, no any third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ and CBRE, Inc. (the collectively, “Broker”). Seller shall ) in a manner which would obligate the other to pay any brokerage commission, finder’s fee or other compensation due or payable with respect to the transaction contemplated hereby other than a commission to be paid to Broker all commissions due to the Broker, pursuant to the commission a separate agreement between Seller and Broker (the “Listing AgreementCommission”), at Closingwhich shall be paid by Seller only upon the Closing of the purchase and sale contemplated hereby. Purchaser shall indemnify, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold Seller harmless Purchaser from and against any and all claims of brokerslosses, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities costs and expenses (including, without limitationbut not limited to, reasonable attorneys’ fees and costs) arising incurred by Seller by reason of any actual or alleged breach or inaccuracy of the Purchaser’s representations and warranties contained in this Section 18. Seller shall indemnify, defend, and hold Purchaser harmless from and related against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any actual or alleged breach or inaccuracy of Seller’s representations and warranties contained in this Section 18. (b) Pursuant to matters being indemnified hereunder; providedits leasing agreement (Participation Agreement No. 16 (amended April, however2012), that dated April 25, 2011 with Seller, CBRE, Inc. (“CBRE”), as agent for Seller, solicits tenants and negotiates leases for portions of the total liability Real Property on behalf of Seller Seller. For any Protected Tenant (as hereinafter defined) which enters into a Lease, Lease renewal, Lease extension, or Lease expansion with Purchaser within ninety (90) days after the Closing, Purchaser hereby agrees to pay CBRE a commission calculated in accordance with such leasing agreement not to exceed the following: “New” and “Expansion” Leases (no cooperating brokers) 3%* Same (w/cooperating brokers) 6%* Same “Renewal/Extension” Leases (no cooperating broker) 2%* Same (w/cooperating broker) 5%* Same *Percentage of gross rent payable over the primary term of the new lease or amendment (in the event of a net lease, payable with respect to the foregoing shall be subject net rent plus the estimate of operating costs attributable to the conditions and limitations set forth in Section 6(b) hereof. No brokersubject space for each year of the primary lease term or term extension for the subject space, finder using the estimate of such operating costs for the first year of the lease term or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice Dateterm extension for such purpose).

Broker’s Commissions. Seller and represents to Purchaser each represent to the other party that in connection with the transaction contemplated herebyinsofar as Seller knows, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions commission in connection herewith herewith, other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Secured Capital Corporation (the “Seller’s Broker”). Seller shall be responsible to pay to the Broker all commissions due to Seller’s Broker in connection with the Broker, pursuant to the commission agreement between Seller and Broker (the “Listing Agreement”), at Closing, if the transaction sale contemplated by the Agreement is consummatedthis Agreement. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or of any like third party claiming any right to commissions commission or compensation by or through acts of Seller in connection herewith. Purchaser represents and warrants to Seller that in connection with the transaction contemplated herebyinsofar as Purchaser knows, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions commission in connection herewith herewith, other than the commissions due to the Broker under the Listing AgreementG▇▇▇▇ and E▇▇▇▇. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions commission or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, hereunder shall include, without limitation, include all damages, losses, risks, liabilities liabilities, and expenses (including, without limitation, including reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder, and shall survive Closing and execution and delivery of the Deed; provided, however, that the total liability of Seller with respect to the foregoing indemnity obligation shall be subject to the conditions and limitations set forth in Section 6(b6(d) hereof. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice Date.

Broker’s Commissions. Seller If, and only if, the Closing actually occurs and Purchaser each represent to the other party that in connection enters into a written construction management agreement with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LaSalle of Texas (the “Broker”). , Seller shall pay Broker a real estate commission in an amount determined by separate agreement between Broker and Purchaser at Closing, subject to the Broker all terms and conditions of such separate agreement. In the event that the commission specified in such separate agreement is less than $560,000.00, then Purchaser and Seller acknowledge and agree that the Purchase Price due at closing shall be increased or reduced by the difference between $560,000.00 and the amount of commissions due under the separate agreement. For example, if the commission amount is increased to $600,000, then the Purchase Price under this Agreement would be increased by $40,000. Other than the Broker, pursuant neither party to this Agreement has utilized the commission agreement between Seller and Broker (the “Listing Agreement”)services of any real estate broker, at Closing, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders agent or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that salesperson in connection with this transaction, and Seller and Purchaser each hereby agree to indemnify and defend the transaction contemplated herebyother party from any claims for broker commissions or other compensation of any real estate broker, no third party broker agent or finder has been engaged salesperson claiming by, through or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewithindemnifying party. The reciprocal obligations of indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder; provided, however, that the total liability of Seller with respect to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) hereofthe preceding sentence shall survive the Closing or any termination of this Agreement. No brokerThe Title Company is hereby authorized to pay the Broker’s real estate commission out of the sales proceeds due Seller at Closing. The above referenced real estate sales commission will be earned only if and when the Closing occurs under this Agreement. If this Agreement fails to close for any reason, finder including a breach by either party, Seller shall have no obligation to pay to Broker the above referenced real estate sales commission or like party shall any other compensation, costs, expenses, fees or other sums of any kind or nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Broker will not be entitled to rely (as any real estate sales commission if the parties agree to rescind or terminate this Agreement. The Broker is not a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwisethis Agreement. This Section 13 Agreement may be amended or terminated without notice to or the consent of the Broker. The absence of Broker’s signature shall survive not in any way affect the expiration validity of this Agreement or any amendment to or termination of this Agreement Agreement. Purchaser understands and hereby acknowledges that neither the Broker nor any agent operating by, through or under the Broker has any authority to bind Seller to any warranty, representation or covenant regarding the Property, and further acknowledges that Purchaser has not relied upon any warranty, representation or covenant of the Broker or any agent operating by, through or under the Broker in Purchaser’s decision to purchase the Property. The obligations of the parties contained in this Section 24 shall survive the Closing through the Representation Notice Dateor any termination of this Agreement.

Broker’s Commissions. Seller 11.1 Except for Eastdil Secured, L.L.C and Purchaser each represent to the other party that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Wakefield U.S., Inc. (the collectively, “Broker”). Seller shall pay , the Sellers, on the one hand, and Purchaser, on the other hand, represent and warrant to the Broker all commissions due to other that nether it (nor any of its affiliates) has had any contact or dealing regarding the BrokerProperties, pursuant to the commission agreement between Seller and Broker (the “Listing Agreement”), at Closing, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that communication in connection with the transaction contemplated herebysubject matter of this transaction, no third party through any licensed real estate broker or finder has been engaged other person who can claim a right to a commission or consulted by Purchaser or is entitled finder’s fee as a procuring cause of the sale contemplated herein. Sellers shall pay the commission to compensation or commissions in connection herewith other than Broker pursuant to a separate agreement between Sellers and Broker only upon the commissions occurrence of each Closing. If the transactions contemplated herein fail to close for any reason whatsoever, then no commission shall be due to Broker. 11.2 Sellers shall and do hereby indemnify Purchaser against, and agree to hold Purchaser harmless for and from any claim, demand or suit for any brokerage commission, finder’s fee or similar charge in respect of the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder; provided, however, that the total liability of Seller with respect to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) hereof. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination execution of this Agreement or the transaction contemplated hereby based on any act by or agreement or contract with or on behalf of any Seller or any of its affiliates or claim by Broker, and for all losses, obligations, costs, expenses and fees (including reasonable attorneys’ fees) incurred by Purchaser on account of or arising from any such claim, demand or suit. 11.3 Except for the commissions payable by Sellers to Broker pursuant to Section 11.1, Purchaser shall and does hereby indemnify Sellers, their respective affiliates, partners, members, direct and indirect owners, principals, agents, representatives, attorneys and employees against, and agrees to hold Sellers harmless for and from any claim, demand or suit for any brokerage commission, finder’s fee or similar charge in respect of the execution of this Agreement or the transaction contemplated hereby based on any agreement or contract with or on behalf of Purchaser or any of its affiliates, and for all losses, obligations, costs, expenses and fees (including reasonable attorneys’ fees) incurred by Sellers on account of or arising from any such claim, demand or suit. 11.4 The foregoing indemnities shall survive each applicable Closing through the Representation Notice Dateor earlier termination of this Agreement.

Broker’s Commissions. (a) Purchaser and Seller each represents and Purchaser each represent warrants to the other party that in connection it has not dealt with the transaction contemplated hereby, no any third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ and CBRE, Inc. (the collectively, “Broker”). Seller shall ) in a manner which would obligate the other to pay any brokerage commission, finder’s fee or other compensation due or payable with respect to the transaction contemplated hereby other than a commission to be paid to Broker all commissions due to the Broker, pursuant to the commission a separate agreement between Seller and Broker (the “Listing AgreementCommission”), at Closingwhich shall be paid by Seller only upon the Closing of the purchase and sale contemplated hereby. Purchaser shall indemnify, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold Seller harmless Purchaser from and against any and all claims of brokerslosses, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities costs and expenses (including, without limitationbut not limited to, reasonable attorneys’ fees and costs) arising incurred by Seller by reason of any actual or alleged breach or inaccuracy of the Purchaser’s representations and warranties contained in this Section 18. Seller shall indemnify, defend, and hold Purchaser harmless from and related against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any actual or alleged breach or inaccuracy of Seller’s representations and warranties contained in this Section 18. (b) Pursuant to matters being indemnified hereunder; providedits leasing agreement (Participation Agreement No. 12, howeverdated July 9, that 2012) with Seller, CBRE, Inc. (“CBRE”), as agent for Seller, solicits tenants and negotiates leases for portions of the total liability Real Property on behalf of Seller Seller. For any Protected Tenant (as hereinafter defined) which enters into a Lease, Lease renewal, Lease extension, or Lease expansion with Purchaser within ninety (90) days after the Closing, Purchaser hereby agrees to pay CBRE a commission calculated in accordance with such leasing agreement not to exceed the following: (no cooperating brokers) 4.5 % (w/cooperating brokers) 6.75 % (no cooperating broker) 2.25 % (w/cooperating broker) 6.75 % *Percentage of gross rent payable over the primary term of the new lease or amendment (in the event of a net lease, payable with respect to the foregoing shall be subject net rent plus the estimate of operating costs attributable to the conditions and limitations set forth in Section 6(b) hereof. No brokersubject space for each year of the primary lease term or term extension for the subject space, finder using the estimate of such operating costs for the first year of the lease term or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice Dateterm extension for such purpose).

Broker’s Commissions. Seller and Purchaser each represent is responsible to the other party that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled pay a broker’s commission to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LaSalle Americas, Inc., who is representing the Seller, in the amount of Thirteen Thousand Two Hundred Ten and No/100 Dollars ($13,210.00) and to Coldwell Banker Commercial NRT who is representing the Purchaser in the amount of Twelve Thousand Two Hundred Ten and No/100 Dollars ($12,210.00) (collectively, “BrokerBrokers”). Seller shall pay to ) upon Closing, as evidenced by delivery and recording of the Broker all commissions due to Deed and receipt of the BrokerPurchase Price, pursuant to the commission Seller’s agreement between with said ▇▇▇▇▇▇. Seller and Broker Purchaser covenant and represent each to the other that there is no party entitled to be paid a finder’s fee, cooperation fee, commission or other brokerage-type fee or similar compensation in connection with this Agreement and the transactions contemplated hereby (the “Listing Agreement”whether sale or loan), at Closing, if except to the transaction contemplated said Broker and any co-broker recognized by the Broker and that neither Seller nor Purchaser has had any dealings or agreements with any such individual or entity in connection therewith. If any person or entity shall assert a claim to such a fee or compensation against either Seller or Purchaser on account of alleged employment as a finder, consultant or broker, then the party to this Agreement is consummated. Seller by, through or under whom the person or entity claims such employment shall defendindemnify, indemnify defend and hold harmless Purchaser the other party against and from and against any and all such claims of brokersand all costs, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that expenses and liabilities incurred in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders such claim or any like party claiming any right to commissions action or compensation by or through acts of Purchaser in connection herewithproceedings brought thereon. The indemnity obligations hereunder, agreements contained in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder; provided, however, that the total liability of Seller with respect to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) hereof. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 this Paragraph shall survive the expiration or termination of this Agreement Closing or the Closing through the Representation Notice Dateearlier termination hereof.

Broker’s Commissions. (a) Purchaser and Seller each represents and Purchaser each represent warrants to the other that it has not dealt with any third party that other than CBRE, Inc. ("Broker") in connection a manner which would obligate the other to pay any brokerage commission, finder’s fee or other compensation due or payable with respect to the transaction contemplated herebyhereby other than a commission to be paid to Broker pursuant to a separate agreement ("Commission"), no third party broker or finder has been engaged or consulted which shall be paid by Seller or only upon the Closing of the purchase and sale contemplated hereby. Purchaser or is entitled to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Broker”). Seller shall pay to the Broker all commissions due to the Brokerindemnify, pursuant to the commission agreement between Seller and Broker (the “Listing Agreement”), at Closing, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold Seller harmless Purchaser from and against any and all claims of brokerslosses, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities costs and expenses (including, without limitationbut not limited to, reasonable attorneys’ fees and costs) arising incurred by Seller by reason of any actual or alleged breach or inaccuracy of the Purchaser’s representations and warranties contained in this Section 18. Seller shall indemnify, defend, and hold Purchaser harmless from and related against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any actual or alleged breach or inaccuracy of Seller’s representations and warranties contained in this Section 18. (b) Pursuant to matters being indemnified hereunder; providedits Exclusive Leasing Listing Agreement, howeverdated October 1, that 2009, as amended by First Amendment, dated September 1, 2012 and by Second Amendment, dated March 19, 2013 with Seller, CBRE, Inc. ("CBRE"), as agent for Seller, solicits tenants and negotiates leases for portions of the total liability Real Property on behalf of Seller Seller. For any Protected Tenant (as hereinafter defined) which enters into a Lease, Lease renewal, Lease extension, or Lease expansion with Purchaser within ninety (90) days after the Closing, Purchaser hereby agrees to pay CBRE a commission calculated in accordance with such leasing agreement not to exceed the following: Lease with a Cooperating Broker: Lease without a Cooperating Broker: As used herein, "Protected Tenant" shall mean any tenant (existing or proposed) with whom Seller, CBRE or any employee or Affiliate thereof is then currently engaged in bona fide and substantial negotiations with respect to the foregoing leasing of space within the Real Property prior to Closing. Purchaser and Seller agree that the list of tenant prospects on Exhibit R hereto constitutes the list of Protected Tenants as of the Effective Date. Seller shall be subject deliver to Purchaser an updated list of Protected Tenants (i) no less than three (3) business days prior to the conditions expiration of the Due Diligence Period, (ii) no less than three (3) business days prior to Closing, and limitations set forth in Section 6(b(iii) hereofon or before the date that is two (2) business days after the date of Closing, which shall include the method of determining the amount of commission that would be due and owing to CBRE. No brokerIf Seller or CBRE commences negotiations with any new prospective tenant after the Effective Date, finder Seller shall notify Purchaser thereof, which notice may be oral or like party shall be entitled by email and does not need to rely (as a third-comply with the notice provisions of this Agreement. CBRE is an intended third party beneficiary or otherwiseof this Section 18(b). (c) on the The provisions herein in claiming any right to commissions or compensation or otherwise. This of this Section 13 18 shall survive the expiration Closing or any termination of this Agreement or the Closing through the Representation Notice DateAgreement.

Broker’s Commissions. Buyer and Seller and Purchaser each hereby represent that there are no other brokers involved or that have a right to the other party that proceeds in connection with the this transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Seller’s Broker and Buyer’s Broker. Seller shall pay at the “Broker”)Closing any commissions payable to Seller’s Broker pursuant to separate agreement. Seller shall pay to Buyer at the Closing an amount equal to One and 25/100 Percent (1.25%) of the Purchase Price. Buyer shall pay at the Closing any commissions payable to Buyer’s Broker all commissions due to the Broker, pursuant to the commission agreement between separate agreement. Seller and Broker Buyer hereby indemnify each other against, and agree to hold and save each other harmless from, any claims (the “Listing Agreement”)or expenses related thereto, at Closing, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitationbut not limited to, expenses for reasonable attorneys’ fees incurred in defending any such claims or enforcing this indemnity) for any real estate brokerage commissions or similar fees arising out of or in any way connected with any claimed agency relationship with the indemnitor and costs) arising from and related to matters being indemnified hereunder; provided, however, that the total liability of Seller with respect relating to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) matter hereof. No brokerSeller hereby indemnifies Buyer against, finder and agrees to hold and save Buyer harmless from, any claims (or like party shall be entitled expenses related thereto, including, but not limited to, expenses for reasonable attorneys’ fees incurred in defending any such claims or enforcing this indemnity) made against Buyer by Seller’s Broker. Buyer hereby indemnifies Seller against, and agrees to rely hold and save Seller harmless from, any claims (as a third-party beneficiary or otherwiseexpenses related thereto, including, but not limited to, expenses for reasonable attorneys’ fees incurred in defending any such claims or enforcing this indemnity) on the provisions herein in claiming any right to commissions or compensation or otherwisemade against Seller by Buyer’s Broker. This Section 13 shall survive the expiration Closing or any termination of this Agreement Agreement. Buyer hereby discloses that one or more members/principals of Buyer are licensed real estate broker(s) in the Closing through the Representation Notice DateState of _________________________.

Broker’s Commissions. (a) Purchaser and Seller each represents and Purchaser each represent warrants to the other party that in connection it has not dealt with the transaction contemplated hereby, no any third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions in connection herewith other than CB Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ and CBRE, Inc. (the collectively, “Broker”). Seller shall ) in a manner which would obligate the other to pay any brokerage commission, finder’s fee or other compensation due or payable with respect to the transaction contemplated hereby other than a commission to be paid to Broker all commissions due to the Broker, pursuant to the commission a separate agreement between Seller and Broker (the “Listing AgreementCommission”), at Closingwhich shall be paid by Seller only upon the Closing of the purchase and sale contemplated hereby. Purchaser shall indemnify, if the transaction contemplated by the Agreement is consummated. Seller shall defend, indemnify and hold Seller harmless Purchaser from and against any and all claims of brokerslosses, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith other than the commissions due to the Broker under the Listing Agreement. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities costs and expenses (including, without limitationbut not limited to, reasonable attorneys’ fees and costs) arising incurred by Seller by reason of any actual or alleged breach or inaccuracy of the Purchaser’s representations and warranties contained in this Section 18. Seller shall indemnify, defend, and hold Purchaser harmless from and related against any losses, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred by Purchaser by reason of any actual or alleged breach or inaccuracy of Seller’s representations and warranties contained in this Section 18. (b) Pursuant to matters being indemnified hereunder; providedits leasing agreement (Participation Agreement No. 13 (Lease Listing – Extension of Term), howeverdated July 9, that 2012 with Seller, CBRE, Inc. (“CBRE”), as agent for Seller, solicits tenants and negotiates leases for portions of the total liability Real Property on behalf of Seller with respect to the foregoing shall be subject to the conditions and limitations set forth in Section 6(b) hereofSeller. No broker, finder or like party shall be entitled to rely For any Protected Tenant (as hereinafter defined) which enters into a third-party beneficiary Lease, Lease renewal, Lease extension, or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice Date.Lease expansion with Purchaser within ninety

Broker’s Commissions. Seller and represents to Purchaser each represent to the other party that in connection with the transaction contemplated herebyinsofar as Seller knows, no third party broker or finder has been engaged or consulted by Seller or Purchaser or is entitled to compensation or commissions commission in connection herewith herewith, other than CB ▇▇▇G▇▇▇▇ ▇and E▇▇▇▇ (the “Seller’s Broker”). Seller shall be responsible to pay to the Broker all commissions due to Seller’s Broker in connection with the Broker, pursuant to the commission agreement between Seller and Broker (the “Listing Agreement”), at Closing, if the transaction sale contemplated by the Agreement is consummatedthis Agreement. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or of any like third party claiming any right to commissions commission or compensation by or through acts of Seller in connection herewith. Purchaser represents and warrants to Seller that in connection with the transaction contemplated herebyinsofar as Purchaser knows, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions commission in connection herewith other than the commissions due to the Broker under the Listing Agreementherewith. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions commission or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, hereunder shall include, without limitation, include all damages, losses, risks, liabilities liabilities, and expenses (including, without limitation, including reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder, and shall survive Closing and execution and delivery of the Deed; provided, however, that the total liability of Seller with respect to the foregoing indemnity obligation shall be subject to the conditions and limitations set forth in Section 6(b6(d) hereof. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. This Section 13 shall survive the expiration or termination of this Agreement or the Closing through the Representation Notice Date.