Common use of Brokers and Advisors Clause in Contracts

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each, a “Broker”) in connection with this Agreement or the transactions contemplated hereby, other than Eastdil Secured, LLC. Purchaser and Principal, jointly and severally, hereby agree to indemnify, defend and hold Seller and the other Seller Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Eastdil Secured, LLC) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby, other than Eastdil Secured, LLC. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Eastdil Secured, LLC) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby. Upon the Closing, Eastdil Secured, LLC shall be paid a commission by Seller pursuant to a separate written agreement. (c) The provisions of this Section 16 shall survive the termination of this Agreement or the Closing.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller Sellers that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each, each a “"Broker”") in connection with this Agreement or the transactions contemplated hereby, hereby other than Eastdil Secured, LLCDeutsche Bank Securities Inc. ("Seller's Broker"). Purchaser and Principal, jointly and severally, hereby agree agrees to indemnify, defend and hold Seller and the other Seller Related Parties Sellers harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Eastdil Secured, LLCSeller's Broker) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. (b) Each Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby, hereby other than Eastdil Secured, LLCSeller's Broker. Each Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ ' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Eastdil Secured, LLCSeller's Broker) engaged by or claiming to have dealt with such Seller in connection with this Agreement or the transactions contemplated hereby. Upon Sellers agree to pay Seller's Broker any and all commissions and compensation payable to Seller's Broker in connection with the Closing, Eastdil Secured, LLC shall be paid a commission transactions contemplated by Seller pursuant to a separate written agreementthis Agreement. (c) The provisions of this Section 16 15 shall survive the termination of this Agreement or the Closing.

Brokers and Advisors. (a) a. Purchaser represents and warrants to Seller that it Purchaser has not dealt or negotiated with, or engaged on its Purchaser's own behalf or for its Purchaser's benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each, a “Broker”each an "Advisor") in connection with this Agreement or the transactions transaction contemplated hereby, hereby other than Eastdil Secured, LLCPurchaser's Advisor. AIJ fees and commissions of Purchaser's Advisor in connection with the sale of the Property shall be paid by Purchaser pursuant to a separate written agreement. Purchaser and Principal, jointly and severally, hereby agree agrees to indemnify, defend and hold Seller and the other Seller Related Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Eastdil Secured, LLC) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby, other than Eastdil Secured, LLC. Seller hereby agrees to indemnify, defend and hold Purchaser and its SeHer's direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) Losses arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Advisor (other than Seller's Broker but specificalJy including Purchaser's Advisor) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transaction contemplated hereby. b. Seller represents and warrants to Purchaser that Seller has not dealt or negotiated with, or engaged on Seller's own behalf or for SeHer's benefit, any Advisor in connection with this Agreement or the transaction contemplated hereby, other than SeHer's Broker. All fees and commissions of SeHer's Broker in connection with the sale of the Property shaH be paid by Seller pursuant to a separate written agreement. Seller hereby agrees to indemnify, defend and hold Purchaser and Purchaser's direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all Losses arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Advisor (other than Purchaser's Advisor but specifically including Eastdil Secured, LLCSeHer's Broker) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions transaction contemplated hereby. Upon the Closing, Eastdil Secured, LLC shall be paid a commission by Seller pursuant to a separate written agreement. (c) c. The provisions of this Section 16 shall survive the termination of this Agreement or the Closingconstitute Surviving Obligations.

Brokers and Advisors. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each, a each an “BrokerAdvisor”) in connection with this Agreement or the transactions contemplated hereby, other than Eastdil SecuredXxxxxxxx Xxxxxxxx Xxxxxx, LLCX.X., which commission to Xxxxxxxx Xxxxxxxx Xxxxxx, X.X. shall be paid by Seller as indicated in Section 16(b) hereof. Purchaser and Principal, jointly and severally, hereby agree agrees to indemnify, defend and hold Seller and the other Seller Related Parties harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker Advisor (other than Eastdil SecuredXxxxxxxx Xxxxxxxx Xxxxxx, LLCX.X.) engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker Advisor in connection with this Agreement or the transactions contemplated hereby, other than Eastdil SecuredXxxxxxxx Xxxxxxxx Xxxxxx, LLCX.X., whose commission shall be paid by Seller pursuant to a separate written agreement. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoingforegoing (collectively with Purchaser, the “Purchaser Related Parties”), harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker Advisor (including Eastdil SecuredXxxxxxxx Xxxxxxxx Xxxxxx, LLCX.X.) engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby. Upon the Closing, Eastdil Secured, LLC shall be paid a commission by Seller pursuant to a separate written agreement. (c) The provisions of this Section 16 shall survive the termination of this Agreement or the Closing.

Brokers and Advisors. (a) Purchaser Seller represents and warrants to Seller Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each, each a “Broker”) except for CSCA Capital Advisors, LLC (“CSCA”) in connection with this Agreement or the transactions contemplated hereby, other than Eastdil Secured, LLC. Purchaser and Principal, jointly and severally, hereby agree Seller shall agrees to indemnify, defend and hold Seller Purchaser and the other Seller Related Parties Purchaser Indemnitees, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) Losses arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (other than Eastdil Secured, LLC) engaged by or claiming to have dealt with Purchaser Seller in connection with this Agreement or the transactions contemplated hereby. Seller shall compensate CSCA in accordance with the terms of a separate written agreement between Seller’s affiliate and CSCA. (b) Seller Purchaser represents and warrants to Purchaser Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby except CSCA in connection with this Agreement or the transactions contemplated hereby, other than Eastdil Secured, LLC. Seller hereby agrees Purchaser shall to indemnify, defend and hold Purchaser Seller and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, other Seller Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) Losses arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker (including Eastdil Secured, LLCexcluding CSCA) engaged by or claiming to have dealt with Seller Purchaser in connection with this Agreement or the transactions contemplated hereby. Upon the Closing, Eastdil Secured, LLC shall be paid a commission by Seller pursuant to a separate written agreement. (c) The provisions of this Section 16 13 shall survive the termination of this Agreement or the Closing.