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<br />19.9 No Brokers. Seller and Buyer each represent to the other that it has not <br />dealt with any broker, salesperson or agent in connection with the execution and delivery of this <br />Agreement, and the other party shall not be required to pay any commission whatsoever with <br />respect to this Agreement resulting from the actions of the party making such representations. <br />Seller and Buyer each indemnify and hold each other harmless from and against any and all <br />claims, losses, costs, damages, liabilities and expenses (including without limitation, reasonable <br />attorneys' and paralegal fees) resulting from a breach by the indemnifying party of the foregoing <br />representation. Notwithstanding any of the foregoing to the contrary, Buyer acknowledges that <br />Seller has informed Buyer that George Newman of The Keyes Company contacted Seller <br />purporting to represent Buyer and Buyer agrees that it shall indemnify and hold Seller and <br />Seller's personal representatives harmless from and against any and all claims, losses, costs, <br />damages, liabilities and expenses (including without limitation, reasonable attorneys' and <br />paralegal fees) arising from any claim by George Newman or The Keyes Company for a <br />brokerage commission, fee or other compensation with respect to the transaction provided for in <br />this Agreement. <br /> <br />19.10 Acceptance of Deed. The acceptance of the Deed to Buyer shall be <br />deemed full performance and discharge of every agreement and obligation on the part of Seller <br />to be performed pursuant to this Agreement, except those which are specifically stated to survive <br />delivery of the Deed and closing. <br /> <br />19.11 Interpretation. Should any term or provision of this Agreement be subject <br />to judicial interpretation, it is agreed by Seller and Buyer that the court interpreting or construing <br />the same shall not apply a presumption that the term or provision shall be more strictly construed <br />against the party who itself or through its agents and attorneys of each party have participated in <br />the preparation of the terms and provisions of this Agreement and that all terms and provisions <br />have been negotiated. <br /> <br />19.12 Caption. Headings. Etc. Captions, heading, section and subsection <br />numbers in this Agreement are for convenience and reference only, and shall have no effect upon <br />the meaning of any of the terms or provision herein. <br /> <br />19.13 Waiver. Failure of either party to insist upon compliance with any term or <br />provision hereof shall not constitute a waiver thereof, and no waiver of any term or provision of <br />this Agreement shall be effective unless it is in writing and signed by the party against whom it is <br />asserted. Any waiver of any term or provision of this Agreement shall only be applicable to the <br />specific term or provision and instance to which it is related, and shall not be deemed to be a <br />continuing or future waiver as to such term or provision or as to any other term or provision. <br /> <br />1-MJ/413923,3 <br /> <br />17 <br />