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i i contemplated by this Agreement and, insofar as it knows, no broker or other person is entitled to any commission or finder's fee in connection with any of these transactions. Seller, on the one hand, and Buyer, on the other hand, each agree to indemnify and hold harmless one another against any loss, liability, damage, cost, claim, or expense incurred by reason of any brokerage, commission, or finder's fee alleged to be payable because of any act, omission, or statement of ; the indemnifying party. (b) Expenses and Costs. Except as otherwise provided in this Agreement, the Closing fees and costs,' including but not limited to incidental expenses in connection with the transactions contemplated by this Agreement shall be borne equally by the parties. Each party shall pay its own attorneys' fees. i 3.7 Procedure for Indemnification Claims. , (a) Third Partv Claims. The party seeking indemnification under this ' Agreement (the "Indemnified Party") for third party claims shall give prompt written notice, and , in all events within 5 days of its first knowledge that such a claim exists, to the other party (the '� "Indemnifying Party") of any damages as to which indemnification is sought under this , Agreement. The Indemnified Party shall permit the Indemnifying Party (or its insurer, as the ; case may be), at the Indemnifying Party's sole cost and expense, to assume the defense of any ' claim or any litigation resulting from such claim. Failure by the Indemnifying Party to notify the ' Indemnified Party of its election to defend any such action in writing within 30 days after its receipt of notice shall be deemed a waiver by the Indemnifying Party of its right to defend such action, provided, however, that the Indemnifying Party may reclaim its right to defend such action upon notice to the Indemnified Party and the payment of all reasonable attorneys' fees and costs incurred in such action by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom, the Indemnifying Party shall defend or settle such claim or litigation and hold the Indemnified Party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement or any judgment therefrom (subject to the limitations in liability set forth herein as to any claims of contributory liability). The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, provided that the settlement or judgment, as the case may be, includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a release from all liability in respect to such claim or litigation, If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against and settle such claim or litigation in such manner as it may, in its sole discretion deem appropriate, and the Indemnifying P.arty shall promptly reimburse the Indemnified Party for the amount of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in connection with the defense against or settlement of such litigation. If no settlement is made,the Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to such claim or such litigation and of all reasonable expenses, legal or otherwise, incurred by the Indemnified Party in the defense thereof. 11