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(g) Brokers' Co~issions. <br /> <br /> (i) In General. Except as specifically authorized in writing by <br />Exchangor in connection with the acquisition of Exchange Rroperty, and except <br />that. will pay a real estate commission to None <br /> , <br />in the amount of ...... -' ($ )' <br />Exchargor and Exchangee each represent and warrant that it has been <br />responsibIe for no act, or omission to act, from which there has resuited or <br />may resUit any ciaim for brokerage commissions or finder's fees in connection <br />with the exchange and conveyance of the Property and the Exchange Property <br />hereunder. Exchangor agrees to exonerate, indemnify, and hoid harmless <br />Exchangee in respect of any and aii iosses sustained by Exchangee as a resuit <br />of Iiabiiity to any broker or finder on the basis of any arrangement or <br />agreement made by. or on behaif of Exchangor in contravention of the <br />agreements, representations, and warranties contained in this Section 20(g). <br />Exchangee agrees to exonerate, indemnify, and hold harmiess ExChangor in <br />respect of any and aii iosses sustained by Exchangor as a resuit of iiabiiity <br />to any broker or finder on the basis of any gross negiigence, wiiifuI <br />misconduct, or wiiifui faiiure to act on the part of Exchangee. This <br />provision ShaIi survive the Ciosing. <br /> <br /> (ii) Exchange Escrows. Exchangee shaIi not, without the prior <br />written approvai of Exchangor, engage any broker, finder, or other agent in' <br />connection with the acquisition of Exchange Property. Exchangee hereby agrees <br />to indemnify, defend, and hoid Exchangor whoiiy harmiess with respect to any <br />ioss, damage, or iiabiiity arising out of or connected with any cIaim for such <br />broker's, agent's or finder's fee or commission in connection with the <br />acquisition of Exchange Property by Exchangee, not approved by. Exchangor. Any <br />broker' s, agent' s, or finder's fee or commission payabie by Exchangee in <br />connection with its acquisiton of Exchange Property and resuiting from any <br />statement, representation, or agreement made or approved in writing by <br />Exchangor shaIi be added to the Exchange Vaiue of the Exchange Property <br />pursuant to Section 2(c) hereof. <br /> <br /> (h) Termination. This Agreement may be terminated and the transaction <br /> herein contemplated may be abandoned at any time prior to CIosing Oate by the <br /> mutuai consent of Exchangor and Exchangee. <br /> <br /> (i) Governing Law. This Agreement shaii be governed by the iaws of <br /> the State of Ohio. <br /> <br /> (j) Time of Essence. Time is of the essence of this Agreement. <br /> <br /> (k) Headings. The headings of Sections of this Agreement are <br /> for convenience of reference, and in case of any conflict, the text of this <br /> Agreement, rather than such headin]s, shall control. <br /> <br /> (1) -Counterparts. This Agreemen't may be executed in any number <br /> of counterparts, which together shall constitute the contract of the parties' <br /> hereto. <br /> <br /> <br />