Each party represents and warrants to the other that it has not dealt with any real estate broker, salesman or finder in connection with this transaction, other than Coldwell Banker Commercial Upchurch Realty, which has acted as the sole agent in this transaction (“Broker”). Seller shall be obligated to pay a fee to Broker upon the Closing, pursuant to a separate written agreement between Seller and Broker, provided, however, that Seller shall have no obligation to pay any portion of such fee if the Closing shall fail to occur for any reason. Buyer agrees to indemnify and hold Seller harmless from and against any and all claims, losses, costs, damages, liabilities or expenses, including, without limitation, reasonable attorneys’ fees, to the extent arising out of the claim to a commission by any party claiming by or through Buyer, other than Broker. Seller agrees to indemnify and hold Buyer harmless from and against any and all claims, losses, costs, damages, liabilities or expenses, including, without limitation, reasonable attorneys’ fees, to the extent arising out of the claim to a commission by any party claiming by or through Seller.