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agrees, Owner will pay AY the commission computed and payable in accordance with the annexed Schedule
<br />out of which AY will pay to such other broker its agreed upon commission and retain the balance of the
<br />commission as AY's compensation. If the other broker does not so agree, then negotiations will be suspended
<br />until such agreement is obtained. AY will not be liable for failure to obtain such agreement.
<br />
<br />x. ALTERNATIVE TRANSACTION: If a proposed transaction covered by this Agreement turns into any other
<br />transaction, including, but not limited to, an exchange, option to purchase, right of first refusal, ground lease,
<br />lease, or build-to-suit transaction, then AY will automatically, without the necessity of any further acts by
<br />Owner or AY or an amendment to this Agreement, be Owner's sole and exclusive agent for such transaction
<br />and will be entitled to a commission on such transaction under the terms of this Agreement. If in lieu of a
<br />purchase agreement, AY negotiates an option the commission should be the standard commission per Exhibit
<br />“B”, due when the buyer exercises the option and there is a successful closing.
<br />
<br />xi. PROPERTY INFORMATION: Owner represents that it has no knowledge of toxic, contaminated or hazardous
<br />substances, or defective conditions, at the Property except as Owner has informed AY in writing. Owner
<br />authorizes AY to transmit such information to prospective purchasers.
<br />
<br />xii. OTHER CLIENTS: Owner acknowledges that AY may represent potential purchasers and consents to such dual
<br />representation.
<br />
<br />xiii. INDEMNIFICATION:
<br />
<br />1. AY INDEMNITY: AY will defend, indemnify, and hold Owner harmless from and against any and all liabilities,
<br />claims, disputes, litigation, damages, losses, judgments, expenses, fines, contributions, charges, injuries,
<br />demands, and costs, together with reasonable attorneys’ fees and costs, arising or resulting from any claims
<br />by third party concerning commissions where the third party had a written agreement with AY or where the
<br />third party was disclosed in writing and known to AY as a broker on a transaction covered under this
<br />Agreement. This indemnification and/or any damages assessed again AY for any alleged act arising out of
<br />AY’s or its officers’, agents’, employees’, or independent contractor’ negligence, misconduct, intentional or
<br />knowing omissions or intentional or knowing misrepresentations and any associated costs, attorneys’ fees,
<br />expenses, and liabilities incurred as a result therefrom will be limited in dollar amount to a sum equal to the
<br />commission actually paid by Owner and received by AY.
<br />
<br />2. OWNER INDEMNITY: Owner will defend, indemnify, and hold AY and its affiliates, and co-brokers, and the
<br />directors, officers, shareholders, agents, employees, and independent contractor of any of them, from and
<br />again any and all liabilities, claims, disputes, litigation, damages, losses, judgments, expenses, fines,
<br />contributions, charges, injuries, demands, and costs, together with reasonable attorneys’ fees and costs,
<br />arising or resulting from any claim resulting from false or incorrect information supplied by Owner or arising
<br />out of: (i) Owner’s failure to supply material information in its possession concerning the property; or (ii)
<br />Owner’s breach or default in the performance of any covenant or obligation under this Agreement, including
<br />the obligation to pay a commission in accordance with the terms hereof.
<br />
<br />3. PROCESS FOR INDEMNITY: Any party asserting a claim for indemnification under this Agreement will
<br />provide prompt written notice of such claim, and the basis therefor, to the other party upon receiving notice
<br />of the underlying incident or claim giving rise to the right to indemnification; provided that the failure to give
<br />prompt notice will not relieve the indemnifying party of its obligations hereunder except to the extent that
<br />such party is prejudiced by the delay. The indemnifying party will have the right to assume the defense of or
<br />settle such claim, in which case the indemnified party shall cooperate with such defense or settlement
<br />efforts. If the indemnified party wishes to participate in such defense through counsel of its own choosing,
<br />such participation will be at the indemnified parties’ cost and expense.
<br />
<br />xiv. FEES AND EXPENSES: If AY institutes a legal action to enforce its rights of payment under this Agreement,
<br />Owner agrees to pay all of AY’s reasonable attorneys' fees and other costs so incurred to collect the debt
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