Seller and Purchaser acknowledge ARA, a Newmark company, is a transaction broker in this transaction (“ Agent ”), which shall be paid a commission by Seller pursuant to the terms and provisions of a separate written agreement. Other than the Agent, no party shall be entitled to a fee or commission in connection with the transaction contemplated by this Agreement. Each party agrees to indemnify, defend and hold harmless the other party and all shareholders, employees, officers and directors of the other party or the other party’s parent or affiliate (each of the above is individually referred to as an “ Indemnitee ”) from all claims, including attorney’s fees and costs incurred by an Indemnitee as a result of anyone’s claiming by or through any party any fee, commission or compensation on account of this Agreement, its negotiation or the sale hereby contemplated.