Brokerage Contract Clauses (265)

Brokerage. Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with the negotiation or execution of this Amendment other than Cushman & Wakefield U.S. Inc., representing Landlord, and CBRE, Inc., representing Tenant, whose commissions shall be paid by Landlord pursuant to separate written agreements. Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation... claimed by any other broker or agent claiming the same by, through, or under the indemnifying party. View More

Brokerage. With regard to Section 41 of the Lease, each of the parties represents and warrants that there are no Leasing Commissions due in connection with this Amendment, and agrees to indemnify the other party against, and hold it harmless from all liabilities arising from any claim for Leasing Commissions asserted by a broker, agent or other person or entity claiming through the indemnifying party, including without limitation, reasonable attorneys fees incurred in connection therewith. Except as otherw...ise stated herein, all of the remaining terms and conditions of the Lease Agreement shall continue to be unchanged, in full force and effect. Landlord: West Glen Development I, LLC A Minnesota limited liability company Date: July 25, 2022 By: /s/ Parker Moen Parker Moen, Vice President Date: July 27, 2022 By: /s/ Michael J. Leuer Michael J. Leuer, Governor Tenant: Celcuity Inc. A Delaware Corporation Date: July 27, 2022 By: /s/ Brian F. Sullivan Name: Brian Sullivan Its: Chief Executive Officer EX-10.1 2 ex10-1.htm Exhibit 10.1 THIRD AMENDMENT TO LEASE This Third Amendment to Lease ("Amendment"), dated this 27 day of July, 2022, is by and between West Glen Development I, LLC, a Minnesota limited liability company ("Landlord") and Celcuity, LLC, a Delaware corporation ("Tenant"), and amends that certain Commercial Lease agreement dated the 28th day of September, 2017, and amended by that certain First Amendment to Lease dated July 28, 2020 and that certain Second Amendment to Lease dated July 19th, 2021 (together the Commercial Lease, First Amendment and Second Amendment shall be referred to as the "Lease Agreement") by and between Landlord and Tenant with respect to that certain building located at 16305 – 36th Avenue North, the City of Plymouth, Hennepin County, Minnesota. Unless otherwise indicated, the terms defined in the Lease Agreement shall have the same meanings when used herein. WHEREAS, the parties agreed to extend the Term of the Lease Agreement pursuant to Section 45 of the Lease Agreement, except for the Base Rent adjustment as provided herein. NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree that: 1. TERM. The Term of the Lease will be extended for one (1) year to terminate on April 30, 2024, unless sooner terminated in accordance with the provisions of the Lease Agreement. View More

Brokerage. Buyer represents that it has not contracted with any real estate broker in connection with the transaction contemplated by this Agreement. Seller shall be responsible for paying a 4% Broker's commission based on the Purchase Price to Dave Ramsey with Home Asset, Inc. Each party shall indemnify and hold the other party harmless from all claims, losses, liabilities, costs, fees, and expenses (including, but not limited to, court costs, litigation expenses, and attorneys' fees) related to or incurr...ed in connection with any claims for brokerage commissions arising by, through, or under the indemnifying party. View More

Brokerage. Buyer and Seller represent and warrant to each other that there are no brokers involved in this transaction except for the Buyer's Broker (if any) and the Seller's Broker (if any) listed in Section 1 of this Agreement. Buyer shall defend, indemnify, and hold Seller harmless from any and all claims asserted by any other broker or sales agent as a result of Buyer's actions in connection with this Agreement. Seller shall defend, indemnify, and hold Buyer harmless from and against any and all claims... asserted by any other broker or sales agent as a result of Seller's actions in connection with this Agreement. These indemnities shall survive the Closing or the termination of this Agreement. View More

Brokerage. Tenant and Landlord warrant and represent to each other that neither has dealt with any broker or brokers regarding the negotiation of this Lease, excepting only the Brokers. Landlord shall be responsible for the payment of commissions payable to the Brokers pursuant to separate agreements with the Brokers. Tenant and Landlord agree to be responsible for and to indemnify and save the other harmless from and against any claim for a commission or other compensation by any other person claiming to ...have negotiated with the indemnifying party with respect to the Premises or to have called the said Premises to Tenant's attention or to have called Tenant to Landlord's attention. View More

Brokerage. Seller represents and warrants to Purchaser that it has not dealt with any broker, consultant, finder or like agent who might be entitled to a commission or compensation on account of introducing the parties hereto, the negotiation or execution of this Agreement or the closing of the transactions contemplated hereby other than Greiner-Maltz Co. of Long Isalnd, LLC and Tom Attivissimo (the "Broker"). Seller shall pay the commission due to Broker pursuant to a separate agreement. Purchaser represe...nts and warrants to Seller that except for Broker, Purchaser has not dealt with or engaged any broker, consultant, finder or person that brought the Property to the attention of Purchaser or otherwise communicated with Purchaser with respect to the transaction contemplated hereby. Each party agrees to indemnify and hold harmless the other party from and against all claims, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements) caused by or arising out of (a) a breach of any of the aforesaid representations and warranties of the indemnifying party; and (b) any claim for any commission or other compensation of any person or entity (other than Broker) claiming to have dealt with, on behalf of, through or under the indemnifying party. The provisions of this Section 13 shall survive the Closing or other termination of this Agreement. View More

Brokerage. Seller, Borrower and Buyer each represent and warrant to the other that they have not dealt with any broker or other intermediary to whom a fee or commission is payable in connection with or relating to the sale and purchase of the Premises. Seller, Borrower and Buyer hereby agree to defend, indemnify and hold the other harmless from and against any and all liability, claim, charge or damages, including without limitation, counsel fees and court costs, incurred by the other as a result of any br...each of the foregoing representations and obligations. The provisions of this Section 10 shall survive the Closing. View More

Brokerage. Seller agrees to pay (pursuant to a separate agreement) upon Closing (but not otherwise) and, upon receipt by Seller of an invoice, a W-9, a lien waiver and any other items required by the Title Insurer, a brokerage commission due to Eastdil Secured Broker Services, Inc. ("Sale Broker") for services rendered in connection with the sale and purchase of the Property. Seller shall indemnify and hold Purchaser harmless from and against any and all claims of all brokers and finders (including Sale Br...oker) claiming by, through or under the indemnifying party and in any way related to the sale and purchase of the Property, this Agreement or otherwise, including, without limitation, attorneys' fees and expenses incurred by the indemnified party in connection with such claim. Purchaser shall indemnify and hold Seller harmless from and against any and all claims of all brokers and finders (other than Sale Broker) claiming by, through or under the indemnifying party and in any way related to the sale and purchase of the Property, this Agreement or otherwise, including, without limitation, attorneys' fees and expenses incurred by the indemnified party in connection with such claim. View More

Brokerage. Buyer and Seller represent and warrant to the other that it has dealt with no broker, finder or other intermediary in connection with this sale other than Chris Curry with HFF Houston ("Broker"). Seller agrees to pay all brokerage commissions due to Broker in connection herewith. Buyer and Seller each agree to indemnify, defend and hold the other harmless from and against all claims, demands, causes of action, loss, damages, liabilities costs and expenses (including without limitation attorneys'... fees and court costs) which the indemnified party may incur arising by reason of the above representation being false.17. Indemnity. Buyer agrees to indemnify, defend and hold harmless Seller from and against, and to reimburse Seller with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorney's fees and court costs) asserted against or incurred by Seller by reason of or arising out of any Lease, Contract, claim for damages or any other claim with respect to or accruing on or after the Closing Date. Seller agrees to indemnify, defend and hold harmless Buyer from and against, and to reimburse Buyer with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorney's fees and court costs) asserted against or incurred by Buyer by reason of or arising out of any Lease, Contract, claim for damages or any other claim accruing prior to the Closing Date. The provisions of this Section 17 shall survive Closing and recordation of the Deed. View More

Brokerage. A. Tenant represents and warrants that it neither consulted nor negotiated with any broker or finder with regard to this Agreement. Tenant shall indemnify, defend and save Landlord harmless from and against any claims for fees or commissions from anyone with whom Tenant has dealt in connection with this Agreement. B. Landlord represents and warrants that it neither consulted nor negotiated with any broker or finder with regard to this Agreement. Landlord shall indemnify, defend and save Tenant h...armless from and against any claims for fees or commissions from anyone with whom Landlord has dealt in connection with this Agreement. View More