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 Xxxxxxx Xxxxx (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. (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 Bank of America Xxxxxxx Xxxxx and CBRE, Inc. (collectively, “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 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 hereby other than CB Xxxxxxx Xxxxx (the “Broker”). Seller shall pay a commission to the 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 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 Xxxxxxx Xxxxx (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. 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 Xxxxxxx Xxxxx 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 AgreementGxxxx and Exxxx. 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 Xxxxxxx Xxxxx Xxxx 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 and Purchaser each represent to the other party that Seller's broker for all purposes in connection with the this transaction contemplated herebyis Matthew P. Minnis of Moody Rambin Interests telephone 713-000-0000, 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 Xxxxxxx Xxxxx xxxxxxxle 700-000-0000 (the “"Seller's Broker”"). Seller shall shxxx pay any feex xxx xxxxxxsions 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 The parties hereby agree and Purchaser warrant to each represent to the other party that there are no claims for brokerage commissions, or placement or finders' fees in connection with the transaction transactions contemplated by this Agreement, other than JSC, the expenses of which will be paid by Parent or Acquisition. Each of Parent and Acquisition hereby agrees to indemnify and hold PSI harmless from the commissions, fees or claims of any person, firm or corporation employed or retained or claiming to be employed or retained, by Access to bring about, or to represent it, in the transactions contemplated hereby. PSI hereby agrees to indemnify and hold each of Parent and Acquisition harmless from the commissions, no third fees or claims of any person, firm or corporation employed or retained or claiming to be employed or retained, by PSI or its agents to bring about, or to represent it, in the transactions contemplated hereby. ARTICLE XIII ACCESS TO FACILITIES, PROPERTIES AND RECORDS From and after the date of this Agreement, each party broker or finder has been engaged or consulted hereto shall afford to the officers, attorneys, accountants and other authorized representatives of the other party hereto free and full access to the facilities, properties, books and records of business and such party in order that the other party may have full opportunity to make such investigation as it shall desire to make of the affairs of such party, provided that such investigation shall not unreasonably interfere with the operations of the business and shall at all times be governed by Seller or Purchaser or those certain Confidentiality Agreements between PSI and Parent dated November 7, 1996 ("Confidentiality Agreements") which agreements shall remain in full force and effect. Parent, Acquisition and PSI agree that the Confidentiality Agreements are hereby amended to include Acquisition as a party to each Agreement such that Acquisition is entitled to compensation or commissions in connection herewith other than CB Xxxxxxx Xxxxx (the “Broker”). Seller shall pay to the Broker all commissions due to the Broker, pursuant to the commission agreement between Seller same benefits 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 same obligations as Parent. ARTICLE XIV SURVIVAL OF REPRESENTATIONS PSI, Parent and limitations set forth Acquisition each agree that the representations and warranties contained 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 shall terminate upon the Closing, and thereafter shall have no further force or the Closing through the Representation Notice Date.effect. ARTICLE XV

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 Xxxxxxx Xxxxx (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. 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 Xxxxxxx Xxxxx Gxxxx and Exxxx (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.