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11. Broker's Commission. Seller and Buyer represent and <br />warrant to each other that they have dealt with no brokers, <br />finders or the like in connection with this transaction with the <br />exception Seller's dealing with Mr. Steve Shea of Sunset Realty. <br />Seller agrees to pay all fees due and owing Mr. Shea associated <br />with this transaction. No fees will be paid by the Buyer to Mr. <br />Shea under any circumstances. Both parties agree to indemnify <br />each other and to hold each other harmless against all claims, <br />damages, costs or expenses of or for any other such fees or <br />commissions resulting from their actions or agreements regarding <br />the execution or performance of this Agreement, and will pay all <br />costs of defending any action or lawsuit brought to recover any <br />such fees or commissions incurred by the other party, including <br />reasonable attorney's fees. <br />12. Mutual Indemnification. Seller and Buyer agree to <br />indemnify each other against, and hold each other harmless from, <br />all liabilities (including reasonable attorneys' fees in <br />defending against claims) arising out of the ownership, operation <br />or maintenance of the Property for their respective periods of <br />ownership. Such rights to indemnification will not arise to the <br />extent that (a) the party seeking indemnification actually <br />receives insurance proceeds or other cash payments directly <br />attributable to the liability in question (net of the cost of <br />collection, including reasonable attorneys' fees) or (b) the <br />claim for indemnification arises out of the act or neglect of the <br />party seeking indemnification. If and to the extent that the <br />indemnified party has insurance coverage, or the right to make <br />claim against any third party for any amount to be indemnified <br />against as set forth above, the indemnified party will, upon full <br />performance by the indemnifying party of its indemnification <br />obligations, assign such rights to the indemnifying party or, if <br />such rights are not assignable, the indemnified party will <br />diligently pursue such rights by appropriate legal action or <br />proceeding and assign the recovery and /or right of recovery to <br />the indemnifying party to the extent of the indemnification <br />payment made by such party. <br />13. Assignment. Either party may assign its rights under <br />this Agreement before or after the Closing. Any such assignment <br />will not relieve such assigning party of its obligations under <br />this Agreement. <br />14. Survival. All of the terms of this Agreement will <br />- 1 8 - <br />