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<br /> of the sale. Colliers shall submit a list of such Prospective Purchasers within seventy-two(72)hours after
<br /> the expiration of the Term;or
<br /> C) During the Term, Owner receives notice that an entity having the power of condemnation has condemned or
<br /> intends to condemn all or a substantial portion of the Property, provided, all or a substantial portion of the
<br /> Property is thereafter conveyed to or condemned by such entity either during or after the Term.
<br /> d) Notwithstanding the foregoing, Colliers' commission will be offset by any commission that Owner is legally
<br /> obligated to pay Gaughan Companies under the terms and conditions of Gaughan Companies' prior listing
<br /> agreement on the property. Owner represents and warrants to Colliers that it has provided Colliers with true
<br /> and accurate copies of the prior listing agreement,any protected list,any relevant correspondence and all other
<br /> documentation and information necessary to develop a full understanding of the contractual relationship
<br /> between Owner and Gaughan Companies and the obligations associated with this contractual relationship.
<br /> NOTICE:THE COMPENSATION FOR THE SALE,LEASE,RENTAL,OR MANAGEMENT OF REAL PROPERTY
<br /> SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND THE BROKER'S CLIENT.
<br /> 8. Payment of Commissions. Any commission due pursuant to Section 7 shall be payable on or before the earlier of
<br /> (a)the closing of a sale or exchange of the Property or any interest therein;(b)if the commission is earned with respect
<br /> to an option to purchase the Property, then See Exhibit B percent(See Exhibit B%) of each option payment on the
<br /> date such payment is due and a commission calculated as set forth in Section 7 above on the closing of the sale or
<br /> exchange described in the option;or(c)the date upon which Owner transfers or contracts to transfer any portion of the
<br /> Property to any other person or entity,other than by sale or exchange.
<br /> 9. Agency/Dual Agency. Owner authorizes Colliers to appoint Michael A.Brass to act as Owner's Listing Agent(s)
<br /> ("Listing Agents)"). It is understood and agreed that this Agreement creates an agency relationship with Listing
<br /> Agent(s) and Colliers only, not with any other salespersons of Colliers; provided, Owner authorizes Colliers to
<br /> appoint other salespersons affiliated with Colliers as subagents to act on Owner's behalf as and when needed, at
<br /> Colliers'discretion. Any broker or salesperson other than Listing Agent(s)will not be representing Owner and may
<br /> represent a purchaser. Accordingly, for purposes of this Agreement, 'Colliers" means Listing Agent(s), including
<br /> any subagents,and Listing Agent's Designated Broker, unless expressly stated otherwise.
<br /> Owner agrees that if the Property is sold to a purchaser represented by one of Colliers' salespersons other than
<br /> Listing Agent(s), then Owner consents to Colliers acting as a dual agent. Owner understands and agrees that
<br /> different salespersons affiliated with Colliers may represent different sellers in competing transactions involving the
<br /> same buyer. Owner hereby consents to such representation and agrees that it shall not be considered action by
<br /> Colliers that is adverse or detrimental to the interests of either seller,nor shall it be considered a conflict of interest
<br /> on the part of Colliers.If Colliers acts as a dual agent,then Colliers shall be entitled to the entire commission payable
<br /> under this Agreement plus any additional compensation Colliers may have negotiated with the purchaser.
<br /> Acceptance of referral fees between salespersons affiliated with Colliers will not be considered action that is adverse
<br /> or detrimental on the part of the salespersons or Colliers, nor shall it be considered a conflict of interest by the
<br /> salespersons or Colliers.
<br /> 10. Responsibility for Maintenance. Colliers shall not be responsible for maintenance of the Property or for damages of
<br /> any kind to the Property or its contents, including, but not limited to,vandalism and theft, unless Colliers caused such
<br /> damage by its gross negligence. Owner hereby releases and waives all rights, claims and causes of action against
<br /> Colliers,except claims based on its gross negligence,for damages to the Property or its contents.
<br /> 11. Indemnffication. Owner shall defend, indemnify and hold harmless Colliers, its shareholders, officers, directors,
<br /> employees,agents and licensors from and against any and all claims,lawsuits,harm,costs,losses,liabilities,damages
<br /> and expenses, including, but not limited to, attorneys' fees, costs and related expenses (collectively, "Liabilities"),
<br /> relating to, arising out of or in connection with (i) any sale or exchange of the Property pursuant to this Agreement,
<br /> (ii) the use of, or access to, the Property by any person pursuant to this Agreement, (iii) Colliers' performance of its
<br /> obligations under this Agreement,or(iv)any breach of,or failure to perform,any provision of this Agreement by Owner.
<br /> Owner shall not be responsible for indemnification for Liabilities to the extent caused by Colliers' gross negligence or
<br /> willful misconduct in performing its obligations under this Agreement.
<br /> Colliers shall defend, indemnify and hold harmless Owner, its councilmembers, officers,directors, employees,agents
<br /> and licensors from and against any and all claims, lawsuits, harm, costs, losses, liabilities, damages and expenses,
<br /> including,but not limited to,attorneys'fees,costs and related expenses(collectively,"Liabilities"),relating to,arising out
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