Common use of Real Estate Commissions Clause in Contracts

Real Estate Commissions. Seller shall pay to the Agent upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller and Parent, each warrant and represent that it has not dealt with any real estate broker, dealer or salesman in connection with the transactions contemplated herein, and that there are and shall pay to be no brokerage fees, commissions, or other remuneration of any kind arising from the Agent upon execution of this Agreement or the Closing of the transaction Contemplated Transactions or arising from the Lease Agreement or the transactions contemplated herebythereby, and not otherwise, as a cash commission in the amount agreed on in a separate listing agreement between result of Seller's actions. Seller and Agent. Said commission Parent, each shall forever jointly and severally indemnify and hold harmless Purchaser or FTI against and in no event be payable unless respect of any and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reasonall Claims, including, without limitation, failure of title or default reasonable attorneys' fees and court costs, incurred by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized resulting from any Claim by any broker or finder to act agent or other person on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf basis of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs arrangements or expenses of any kind agreements made or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf of Seller in respect to the transactions herein contemplated. Purchaser warrants and represents that it has not dealt with any broker real estate other broker, dealer or finder salesman in connection with the transactions contemplated herein, and that there are and shall be no brokerage fees, commissions, or other remuneration of any kind arising from the execution of this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms Closing of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney Contemplated Transactions as a result of Purchaser's selection, or that actions. Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to shall forever indemnify and hold harmless Purchaser from Seller and Parent, each against and in respect of any and all claimsClaims, lossesincluding, damageswithout limitation, costs reasonable attorney's fees and court costs, incurred by Seller or expenses of any kind or character arising out of or Parent resulting from any agreementClaim asserted against Seller or Parent by any agent, broker or other person on the basis of any arrangement or understanding agreements made or alleged to have been be made by Seller or on Seller's behalf with any broker or finder of Purchaser in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything respect to the contrary contained herein, transactions herein contemplated. The provisions of this Section 10.2 Article X shall survive the Closing or any earlier termination of this AgreementDate.

Real Estate Commissions. Seller shall pay to the Agent CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. (hereinafter called “Agent” whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be earned, due or payable unless and until the transaction contemplated hereby is closed and fully consummated strictly in accordance with the terms of this AgreementAgreement and Seller has received the Purchase Price in immediately available funds; if such transaction is not closed and fully consummated for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's ’s behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's ’s behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's ’s behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. (a) Seller shall pay to and Purchaser acknowledge and agree that the Agent upon only brokers who have been involved with the Closing origination and negotiation of this Agreement are C.B. Richard Ellis, Inc. and FIC Real▇▇ ▇▇▇▇▇▇▇▇, Inc. (the transaction contemplated hereby"Brokers"). If, as, and when this Agreement closes and Seller receives the Purchase Price in good funds, but not otherwise, Seller agrees to pay: (i) a cash real estate sales commission to C.B. Richard Ellis, Inc. i▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ one-half of one percent of the Purchase Price; and (ii) a real estate sales commission to FIC Realty Services, Inc. in an amount equal to one-half of one percent of the amount agreed on in a separate listing agreement between Seller Purchase Price. (b) The above referenced real estate sales commissions will be deemed earned only if and Agent. Said commission shall in no event be payable unless and until when the transaction contemplated hereby is closed in accordance with the terms of Closing occurs under this Agreement; if such transaction is not closed . If this Agreement fails to close for any reason, includingincluding a breach by either Party, without limitationSeller shall have no obligation to pay to Brokers the above referenced real estate sales commissions or any other compensation, failure costs, expenses, fees or other sums of title any kind or default by nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Brokers will not be entitled to any real estate sales commissions if the Parties agree to rescind or terminate this Agreement. (c) Seller or and Purchaser or termination of this Agreement pursuant each represents and warrants to the terms hereofother that, then such commission will be deemed not other than the real estate sales commissions payable to have been earned and shall not be due the Brokers as specified hereinabove, there are no real estate sales commissions payable to any person or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf entity in connection with the sale transaction evidenced by this Agreement. Seller and purchase hereunder Purchaser agree to hold harmless, defend, and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any indemnify each other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, suits, liabilities, losses, damagescosts, costs and expenses (including reasonable attorneys' fees and court costs) resulting from any claims made by any broker, agent, finder, or expenses salesman for any real estate sales commission or other compensation, reimbursement or payment of any kind or character arising out of or resulting from any agreement, arrangement or understanding nature which is alleged to have been made by Purchaser be owed based upon an agreement with the indemnifying party. (d) The Brokers are not parties to this Agreement. This Agreement may be amended or on Purchaser's behalf with terminated without notice to or the consent of the Brokers. The absence of Brokers' signatures shall not in any broker or finder in connection with way affect the validity of this Agreement or any amendment to this Agreement. (e) Purchaser understands and hereby acknowledges that neither the transaction contemplated hereby. Brokers nor any agents operating by, through or under the Brokers have any authority to bind Seller to any warranties or representations regarding the Property, and further acknowledges that Purchaser has not relied upon any warranties or representations of the Brokers or any agents operating by, through or under the Brokers in Purchaser's decision to purchase the Property. (f) Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should has been advised by the Brokers, to have the an abstract covering of title on the Property examined by an attorney of Purchaseror else to acquire an owner's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses insurance on the Property. (g) The obligations of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder the Parties contained in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 9.01 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. (a) Seller shall pay to and Purchaser acknowledge and agree that the Agent upon only brokers who have been involved with the Closing origination and negotiation of this Agreement are CBRE, Inc., a Delaware corporation (collectively, the transaction contemplated hereby“Broker”). If, as, and when this Agreement closes and Seller receives the Purchase Price in good funds, but not otherwise, Seller agrees to pay a cash real estate sales commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed to Broker in accordance with the terms and provisions of a separate agreement. (b) The above referenced real estate sales commission will be deemed earned only if and when the Closing occurs under this Agreement; if such transaction is not closed . If this Agreement fails to close for any reason, includingincluding a breach by either Party, without limitationSeller shall have no obligation to pay to Broker the above referenced real estate sales commissions or any other compensation, failure costs, expenses, fees or other sums of title any kind or default by nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Broker will not be entitled to any real estate sales commissions if the Parties agree to rescind or terminate this Agreement. (c) Seller or and Purchaser or termination of this Agreement pursuant each represents and warrants to the terms hereofother that, then such commission will be deemed not other than the real estate sales commissions payable to have been earned and shall not be due the Broker as specified hereinabove, there are no real estate sales commissions payable to any person or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf entity in connection with the sale transaction evidenced by this Agreement. Seller and purchase hereunder ▇▇▇▇▇▇▇▇▇ agree to hold harmless, defend, and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any indemnify each other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, suits, liabilities, losses, damagescosts, costs and expenses (including reasonable attorneys’ fees and court costs) resulting from any claims made by any broker, agent, finder, or expenses salesman for any real estate sales commission or other compensation, reimbursement or payment of any kind or character arising out of or resulting from any agreement, arrangement or understanding nature which is alleged to have been made by Purchaser be owed based upon an agreement with the indemnifying party. (d) The Broker is not a party to this Agreement. This Agreement may be amended or on Purchaser's behalf with terminated without notice to or the consent of the Broker. The absence of ▇▇▇▇▇▇’s signatures shall not in any broker or finder in connection with way affect the validity of this Agreement or any amendment to this Agreement. (e) Purchaser understands and hereby acknowledges that neither the transaction contemplated hereby. Broker nor any agents operating by, through or under the Broker has any authority to bind Seller to any warranties or representations regarding the Property, and further acknowledges that Purchaser acknowledges that, in accordance with the terms has not relied upon any warranties or representations of the Real Estate License Act Broker or any agents operating by, through or under the Broker in Purchaser’s decision to purchase the Property. (f) The obligations of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder Parties contained in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 11.01 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. (a) Seller shall pay to and Purchaser acknowledge and agree that the Agent upon only broker who has been involved with the Closing origination and negotiation of the transaction contemplated herebythis Agreement is CBRE, and not otherwiseInc., a cash commission in Delaware corporation (the amount agreed on in a separate listing agreement between “Broker”). Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed agrees to pay all real estate sales commissions to Broker in accordance with the terms and provisions of a separate agreement between Seller and Broker. (b) Seller represents and warrants to Purchaser that the above referenced real estate sales commission will be deemed earned only if and when the Closing occurs under this Agreement; , and that if such transaction is not closed this Agreement fails to close for any reason, includingincluding a breach by either Party, without limitationSeller shall have no obligation to pay to Broker the above referenced real estate sales commissions or any other compensation, failure costs, expenses, fees or other sums of title any kind or default by Seller nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Broker will not be entitled to any real estate sales commissions if the Parties agree to rescind or Purchaser or termination of terminate this Agreement pursuant and that in no event will Purchaser be required to pay any commission, fee or other amount to Broker. (c) Seller and Purchaser each represents and warrants to the terms hereofother that, then such commission will be deemed not other than the real estate sales commissions payable to have been earned and shall not be due the Broker as specified hereinabove, there are no real estate sales commissions payable to any person or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf entity in connection with the sale transaction evidenced by this Agreement. Seller and purchase hereunder ▇▇▇▇▇▇▇▇▇ agree to hold harmless, defend, and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any indemnify each other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, suits, liabilities, losses, damagescosts, costs and expenses (including reasonable attorneys’ fees and court costs) resulting from any claims made by any broker, agent, finder, or expenses salesman for any real estate sales commission or other compensation, reimbursement or payment of any kind or character arising out of or resulting from any agreement, arrangement or understanding nature which is alleged to have been made by Purchaser be owed based upon an agreement with the indemnifying party. 39 (d) The Broker is not a party to this Agreement. This Agreement may be amended or on Purchaser's behalf with terminated without notice to or the consent of the Broker. The absence of ▇▇▇▇▇▇’s signatures shall not in any broker or finder in connection with way affect the validity of this Agreement or any amendment to this Agreement. (e) Purchaser understands and hereby acknowledges that neither the transaction contemplated hereby. Broker nor any agents operating by, through or under the Broker has any authority to bind Seller to any warranties or representations regarding the Property, and further acknowledges that Purchaser acknowledges that, in accordance with the terms has not relied upon any warranties or representations of the Real Estate License Act Broker or any agents operating by, through or under the Broker in Purchaser’s decision to purchase the Property. (f) The obligations of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder Parties contained in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 11.01 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to the Agent ▇▇▇▇▇ & ▇▇▇▇▇ Company (hereinafter called "AGENT" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be earned, due and payable unless and until the transaction contemplated hereby is closed and fully consummated strictly in accordance with the terms of this AgreementAgreement and Seller has received the Purchase Price in immediately available funds; if such transaction is not closed and fully consummated for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to the Agent ▇▇▇▇▇▇▇▇▇▇ Advisors, LLC (hereinafter called "AGENT" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be earned, due or payable unless and until the transaction contemplated hereby is closed and fully consummated strictly in accordance with the terms of this AgreementAgreement and Seller has received the Purchase Price in immediately available funds; if such transaction is not closed and fully consummated for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Notwithstanding anything to the contrary contained herein, this Section SECTION 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. (a) Seller shall pay to and Purchaser acknowledge and agree that the Agent upon only broker who has been involved with the Closing origination and negotiation of this Agreement is CBRE (collectively, the transaction contemplated hereby“Broker”). If, as, and when this Agreement closes and Seller receives the Purchase Price in good funds, but not otherwise, Seller agrees to pay a cash real estate sales commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed to Broker in accordance with the terms and provisions of a separate agreement. (b) The above referenced real estate sales commission will be deemed earned only if and when the Closing occurs under this Agreement; if such transaction is not closed . If this Agreement fails to close for any reason, includingincluding a breach by either Party, without limitationSeller shall have no obligation to pay to Broker the above referenced real estate sales commissions or any other compensation, failure costs, expenses, fees or other sums of title any kind or default by nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Broker will not be entitled to any real estate sales commissions if the Parties agree to rescind or terminate this Agreement. (c) Seller or and Purchaser or termination of this Agreement pursuant each represents and warrants to the terms hereofother that, then such commission will be deemed not other than the real estate sales commissions payable to have been earned and shall not be due the Broker as specified hereinabove, there are no real estate sales commissions payable to any person or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf entity in connection with the sale transaction evidenced by this Agreement. Seller and purchase hereunder ▇▇▇▇▇▇▇▇▇ agree to hold harmless, defend, and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any indemnify each other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, suits, liabilities, losses, damagescosts, costs and expenses (including reasonable attorneys’ fees and court costs) resulting from any claims made by any broker, agent, finder, or expenses salesman for any real estate sales commission or other compensation, reimbursement or payment of any kind or character arising out of or resulting from any agreement, arrangement or understanding nature which is alleged to have been made by Purchaser be owed based upon an agreement with the indemnifying party. (d) The Broker is not a party to this Agreement. This Agreement may be amended or on Purchaser's behalf with terminated without notice to or the consent of the Broker. The absence of ▇▇▇▇▇▇’s signatures shall not in any broker or finder in connection with way affect the validity of this Agreement or any amendment to this Agreement. (e) Purchaser understands and hereby acknowledges that neither the transaction contemplated hereby. Broker nor any agents operating by, through or under the Broker has any authority to bind Seller to any warranties or representations regarding the Property, and further acknowledges that Purchaser acknowledges that, in accordance with the terms has not relied upon any warranties or representations of the Real Estate License Act Broker or any agents operating by, through or under the Broker in Purchaser’s decision to purchase the Property. (f) The obligations of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder Parties contained in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 11.01 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to the Agent The ▇▇▇▇▇▇▇▇ ▇▇▇▇ ----------------------- Company (hereinafter called "Agent" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Seller shall also pay to Triple Net Realty $80,000 in real estate commissions. Except as set forth above with respect to AgentAgent and Triple Net Realty, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this ------------ Agreement.

Real Estate Commissions. (a) Seller shall pay to and Purchaser acknowledge and agree that the Agent upon only brokers who have been involved with the Closing origination and negotiation of this Agreement are ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. and ▇▇▇▇▇ ▇▇▇▇▇ (collectively, the transaction contemplated hereby“Broker”). If, as, and when this Agreement closes and Seller receives the Purchase Price in good funds, but not otherwise, Seller agrees to pay a cash real estate sales commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed to Broker in accordance with the terms and provisions of a separate agreement. (b) The above referenced real estate sales commissions will be deemed earned only if and when the Closing occurs under this Agreement; if such transaction is not closed . If this Agreement fails to close for any reason, includingincluding a breach by either Party, without limitationSeller shall have no obligation to pay to Broker the above referenced real estate sales commissions or any other compensation, failure costs, expenses, fees or other sums of title any kind or default by nature. Without limitation on the generality of the foregoing, it is expressly agreed and understood that the Broker will not be entitled to any real estate sales commissions if the Parties agree to rescind or terminate this Agreement. (c) Seller or and Purchaser or termination of this Agreement pursuant each represents and warrants to the terms hereofother that, then such commission will be deemed not other than the real estate sales commissions payable to have been earned and shall not be due the Broker as specified hereinabove, there are no real estate sales commissions payable to any person or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf entity in connection with the sale transaction evidenced by this Agreement. Seller and purchase hereunder Purchaser agree to hold harmless, defend, and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any indemnify each other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, suits, liabilities, losses, damagescosts, costs and expenses (including reasonable attorneys’ fees and court costs) resulting from any claims made by any broker, agent, finder, or expenses salesman for any real estate sales commission or other compensation, reimbursement or payment of any kind or character arising out of or resulting from any agreement, arrangement or understanding nature which is alleged to have been made by Purchaser be owed based upon an agreement with the indemnifying party. (d) The Broker is not a party to this Agreement. This Agreement may be amended or on Purchaser's behalf with terminated without notice to or the consent of the Broker. The absence of Broker’s signatures shall not in any broker or finder in connection with way affect the validity of this Agreement or any amendment to this Agreement. (e) Purchaser understands and hereby acknowledges that neither the transaction contemplated hereby. Broker nor any agents operating by, through or under the Broker has any authority to bind Seller to 37 any warranties or representations regarding the Property, and further acknowledges that Purchaser acknowledges that, in accordance with the terms has not relied upon any warranties or representations of the Real Estate License Act Broker or any agents operating by, through or under the Broker in Purchaser’s decision to purchase the Property. (f) The obligations of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder Parties contained in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 11.01 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to If, and only if, the Agent upon the Closing sale of the transaction contemplated hereby, Property shall be completed and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if , at Closing, Seller shall pay The Apartment Group (hereinafter called "Seller's Broker") a commission of $217,500.00 based on the Purchase Price of $9,000,000. Seller covenants and represents to Purchaser that Seller's Broker is the only party claiming by, through or under Seller 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 ("Brokerage Compensation"),and that Seller has not had any dealings or agreements with any other individual or entity in connection therewith. Purchaser covenant and represents to Seller that Seller's Broker is the only party with whom Purchaser has dealt and there is no other party entitled to be paid Broker's Compensation, and that Purchaser has not had any dealings or agreements with any other individual or entitiy in connection therewith. If any person or entity other than Seller's Broker shall assert a claim to such transaction is not closed for 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 by, through or under whom the person or entity claims such employment shall indemnify, defend and hold harmless the other party against and from any reasonand all such claims and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought thereon, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payableattorneys' fees. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with Broker agrees that without the sale prior written consent of Seller and purchase hereunder and neither Seller nor Purchaser has dealt with any broker Purchaser, Seller's Broker they will not make or finder purporting permit to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selectionbe made, or that Purchaser should be furnished with permit those acting by, through or obtain a policy of title insurance. Seller agrees under them to indemnify and hold harmless Purchaser from and against make, any and all claimspress release, lossestombstone or other advertisement or other announcement, damagesor disseminate any information to third parties, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged relative to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreementtransaction.

Real Estate Commissions. Seller shall pay to the Agent CB Commercial Real Estate, Inc. (hereinafter called "Agent" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify indemnify, defend, protect and hold harmless Seller from and against any and all claims, losses, damages, liabilities, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify indemnify, defend, protect and hold harmless Purchaser from and against any and all claims, losses, damages, liabilities, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to the Agent The ▇▇▇▇▇▇▇▇ ▇▇▇▇ ----------------------- Company (hereinafter called "Agent" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Seller shall also pay to Triple Net Realty $250,000.00 in real estate commissions. Except as set forth above with respect to AgentAgent and Triple Net Realty, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this ------------- Agreement.

Real Estate Commissions. Seller shall pay to the Agent CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. (hereinafter called "AGENT" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be earned, due or payable unless and until the transaction contemplated hereby is closed and fully consummated strictly in accordance with the terms of this AgreementAgreement and Seller has received the Purchase Price in immediately available funds; if such transaction is not closed and fully consummated for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section SECTION 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to the Agent CB Commercial (hereinafter called "Agent" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Purchaser shall pay to ▇▇▇▇ Schelpfeffer ("Schelpfeffer") upon the Closing of the transaction contemplated hereby, and not otherwise a cash commission in the amount agreed on in a separate listing agreement between Purchaser and Schelpfeffer. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or of Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to AgentAgent and Schelpfeffer, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 8.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Neither Seller nor Purchaser has contacted any real estate broker, finder or similar person in connection with the transaction contemplated hereby, except Lincoln Property Company Commercial Service Enterprises, Inc. and Bake▇ ▇▇▇▇▇▇▇ ▇▇. (the "Brokers"). Seller shall pay to the Agent upon Brokers at the Closing a brokerage fee in the aggregate amount of six (6.O%) percent of the transaction contemplated herebyPurchase Price; provided, however, that Brokers' right to such brokerage fee shall vest only at Closing, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said no commission shall in no event be payable unless and until due if the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is Closing does not closed occur for any reason. The aforesaid commission shall be divided between the Brokers as follows: three percent (3.0%) to Lincoln Property Company Commercial Service Enterprises, includingInc. and three percent (3.0%) to Bake▇ ▇▇▇▇▇▇▇ ▇▇. To the actual knowledge of Seller and Purchaser, without limitation, failure of title no other Acquisition Fees (as hereafter defined) have been paid or default by Seller are due and owing to any other person or Purchaser or termination of this Agreement pursuant entity other than to the terms hereofBrokers. Neither of the Brokers shall be entitled to any portion of the Earn▇▇▇ ▇▇▇ey in the event the same or any part thereof is forfeited to Seller. As used herein, then such commission will be deemed not "Acquisition Fees" shall mean all fees paid to have been earned and shall not be due any person or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf entity in connection with the sale selection and purchase hereunder of the Property, including real estate commissions, selection fees, and neither Seller nor Purchaser has dealt with any broker non-recurring management and start-up fees, development fees or finder purporting to act on behalf of any other partyfee of similar nature. Seller and Purchaser each hereby agree to indemnify and hold harmless the other from and against any and all claims for Acquisition Fees or similar charges with respect to this transaction arising by, through or under the indemnifying party and each further agrees to indemnify and hold harmless Seller the other from and against any and all claims, losses, damages, costs loss or expenses of any kind or character arising out of or damage resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder an inaccuracy in connection with the representations contained in this Agreement or the transaction contemplated herebySection 11.2. Purchaser acknowledges that, in accordance with the terms This indemnification agreement of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 parties shall survive the Closing or any earlier termination of this AgreementClosing.

Real Estate Commissions. Seller shall pay to the Agent The ▇▇▇▇▇▇▇▇ ▇▇▇▇ ----------------------- Company (hereinafter called "Agent" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement; if such transaction is not closed for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Seller shall also pay to Triple Net Realty $350,000 in real estate commissions. Except as set forth above with respect to AgentAgent and Triple Net Realty, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs, or expenses of any kind or character arising out of or resulting from any agreement, arrangement, or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. Seller shall pay to the Agent ▇▇▇▇▇▇▇▇▇▇ Advisors (hereinafter called "AGENT" whether one or more) upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be earned, due or payable unless and until the transaction contemplated hereby is closed and fully consummated strictly in accordance with the terms of this AgreementAgreement and Seller has received the Purchase Price in immediately available funds; if such transaction is not closed and fully consummated for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Notwithstanding anything to the contrary contained herein, this Section SECTION 10.2 shall survive the Closing or any earlier termination of this Agreement.

Real Estate Commissions. (a) Seller hereby agrees to pay a real estate commission to Onyx Capital Corporation (“Broker”) in an amount as provided in one or more separate agreements between Seller and Broker if this transaction closes, but not otherwise (it being understood that the payment of the Purchase Price to Seller and the performance of all of Purchaser's obligations hereunder to Seller are conditions precedent to Seller's obligation to pay any commission to Broker and conveyance of the Properties to Purchaser). No commission shall pay be paid by Seller to the Agent upon the Closing of Broker if the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on in a separate listing agreement between Seller and Agent. Said commission shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of by this Agreement; if such transaction is not closed Agreement fails to close for any reason. Purchaser hereby agrees to pay a real estate commission to Broker in an amount as provided in one or more separate agreements between Purchaser and Broker if this transaction closes, includingbut not otherwise. (b) Seller represents to Purchaser that, without limitationexcept for Broker, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commission will be deemed it has not to have been earned and shall not be due or payable. Except as set forth above with respect to Agent, neither Seller nor Purchaser has authorized any broker or finder to act on Purchaser's or Seller's its behalf in connection with the sale and purchase hereunder and neither that Seller nor Purchaser has not dealt with any broker or finder purporting to act on behalf of any other party. Purchaser represents to Seller that, except for Broker, it has not authorized any broker or finder to act on its behalf in connection with the sale and purchase hereunder and that Purchaser has not dealt with any broker or finder purporting to act on behalf of any other party. Each party hereto agrees to indemnify and hold harmless Seller the other party from and against any and all claimsall, losses, damagesliens, costs claims, judgments, liabilities, costs, expenses or expenses damages (including reasonable attorneys' fees and court costs) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser such party or on Purchaser's its behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Purchaser acknowledges that, in accordance with the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser that Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated herebyother than Broker. Notwithstanding anything to the contrary contained herein, this Section 10.2 22(b) shall survive the Closing or any earlier termination of this Agreement, and shall not merge with the Deeds.

Real Estate Commissions. Seller shall and Purchaser represent and warrant to each other that they have dealt with no broker, finder or similar agent in connection with the transaction provided for in this Contract, except ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Co. and ▇▇▇▇ ▇▇▇▇ Agency, Inc. (collectively called the "Brokers") to which Seller agrees to pay to the Agent upon the Closing a commission of six percent (6%) of the transaction contemplated hereby, and not otherwise, a cash commission total purchase price (to be divided equally between the Brokers) in the amount agreed on event and only in a separate listing agreement between Seller and Agent. Said commission shall in no the event be payable unless and until the transaction contemplated hereby this sale is closed in accordance with the terms and provisions of this Agreement; if such transaction is not closed Contract and Seller receives the total purchase price provided for any reason, including, without limitation, failure of title or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such in paragraph 2 herein. This commission will be deemed not full payment to have been earned the Brokers and shall not be due to any persons claiming through or payable. Except as set forth above with respect to Agentunder the Brokers, neither Seller nor Purchaser has authorized any broker for all services rendered, commissions earned, or finder to act on Purchaser's or Seller's behalf expenses incurred in connection with the negotiations, transfer, sale and/or conveyance of the Property; and, if requested by Seller, the Brokers agree to execute and purchase hereunder deliver to Seller at the Closing a full and neither complete release of any claims and demands which may arise from any such negotiations, transfer, sale and/or conveyance. Furthermore, the Brokers agree to indemnify and hold Seller nor and Purchaser has harmless from and against any claims for commission or other fees made by any person if that person is claiming to have dealt with the Brokers in connection with this transaction, including reasonable attorney's fees incurred in connection with the defense of such a claim. Seller agrees to hold Purchaser harmless from and against any broker or finder purporting claim made by any person claiming to act on behalf have dealt with Seller in connection with this transaction, including reasonable attorney's fees incurred in the defense of any other partysuch a claim. Purchaser agrees to indemnify and hold Seller harmless Seller from and against any and all claims, losses, damages, costs or expenses of claim made by any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged person claiming to have been made by dealt with Purchaser or on Purchaser's behalf with any broker or finder in connection with this Agreement or transaction, including reasonable attorney's fees incurred in the transaction contemplated herebydefense of such a claim. Purchaser acknowledges that, in accordance with that it has been advised by the terms of the Real Estate License Act of the State of Texas, Agent has advised Purchaser Brokers that Purchaser it should have the an abstract covering the Real Property examined by an attorney of Purchaser's its selection, or that Purchaser should be furnished with or obtain a policy of title insurance. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller's behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby. Notwithstanding anything to the contrary contained herein, this Section 10.2 shall survive the Closing or any earlier termination of this Agreement.