Seller and Buyer expressly acknowledge and represent and warrant as of the Effective Date that other than Seller’s Broker, no party has acted as the broker with respect to the Transaction and with respect to this Agreement. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by any party claiming to have represented Seller as broker in connection with the Transaction. Seller shall pay any brokerage commission due to Seller’s Broker in accordance with the separate agreement between Seller and Seller’s Broker. Buyer agrees to hold Seller harmless and indemnify Seller and the Seller Indemnified Parties from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Seller as a result of any claims by any other party (other than Seller’s Broker) claiming to have represented Buyer as broker in connection with the Transaction. The provisions of this Section  8.2 shall survive Closing (and not be merged into the Ground Lease Assignment Agreement) or the earlier termination of this Agreement.