Absence of Broker Sample Clauses

Absence of Broker. There is no real estate broker involved in this ----------------- transaction. Patriot warrants and represents to Crow that Patriot has not dealt with any real estate broker in connection with this transaction, nor has Patriot been introduced to the Property or to Crow by any real estate broker, and Patriot shall indemnify Crow and save and hold Crow harmless from and against any claims, suits, demands or liabilities of any kind or nature whatsoever arising on account of the claim of any person, firm or corporation to a real estate brokerage commission or a finder's fee as a result of having dealt with Patriot, or as a result of having introduced Patriot to Crow or to the Property. In like manner, Crow warrants and represents to Patriot that Crow has not dealt with any real estate broker in connection with this transaction, nor has Crow been introduced to Patriot by any real estate broker, and Crow shall indemnify Patriot and save and hold Patriot harmless from and against any claims, suits, demands or liabilities of any kind or nature whatsoever arising on account of the claim of any person, firm or corporation to a real estate brokerage commission or a finder's fee as a result of having dealt with Crow in connection with this transaction.
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Absence of Broker. S FEE OR COMMISSION Neither Asset Company nor any of its Representatives has incurred any liability to pay a broker's fee or commission, in connection with the signing, delivery or performance of this Purchase Agreement or entering into the Contemplated Transactions.
Sample 1
Absence of Broker. S FEE OR COMMISSION Neither Subscriber nor any of its Representatives has incurred any liability to pay a broker's fee or commission, in connection with the signing, delivery or performance of this Agreement or entering into the Contemplated Transactions.
Sample 1
Absence of Broker. No agent or broker or other person acting pursuant to authority of the SELLER or of SHAREHOLDERS is entitled to any commission, finder's or similar fee in connection with the Transaction contemplated by this Agreement.
Sample 1
Absence of Broker. No agent or broker or other person acting pursuant to authority of the Seller or of Shareholders is entitled to any commission, finder's or similar fee in connection with the Transaction contemplated by this Agreement.
Sample 1
Absence of Broker. The parties each represent and warrant to the other that the respective warrantor has not dealt with any Person who is or may be entitled to a broker's commission, finders' fee, investment banker's fee or similar payment from the other party for arranging these transactions or introducing the parties to each other, except for Xxx Xxxxxx, a finder engaged by Seller. Seller shall be solely responsible for all amounts due to such finder. Each party shall indemnify and hold the other harmless from the claims of any other broker or finder based upon the actions of such party. Such indemnity shall include all loss, damage and expense including reasonable attorneys' fees.
Sample 1
Absence of Broker. The Seller represents and warrants to Buyer that the services of a broker or finder have not been used by Seller in connection with any of the matters pertaining to this transaction and that no broker's or finder's fee will become payable by Buyer by reason of the execution of this Agreement or the consummation of the transaction contemplated herein and arising out of the acts or omissions of Seller. Seller shall hold harmless and indemnify Buyer and its officers, directors and employees from and against any claim for broker's, finder's or financial advisor's fees, including any cost or expense incurred in connection with the defense of any suit claiming such fees, or in any other manner pertaining to claims for such fees, which may become payable by reason of the acts or omissions of the Seller. Buyer shall hold harmless and indemnify Seller from and against any claim for broker's, finder's or financial advisor's fees, including any cost or expense incurred in connection with the defense of any suit claiming such fees, or in any other manner pertaining to claims for such fees, which may become payable by reason of the acts or omissions of Buyer.
Sample 1
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Related to Absence of Broker

  • Absence of Control It is the intent of the parties to this Agreement that in no event shall the Purchasers, by reason of any of the Transaction Documents, be deemed to control, directly or indirectly, the Company, and the Purchasers shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.

  • Absence of Conflict The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

  • Absence of Conflicts The execution and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

  • Absence of Reliance In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company.

  • Absence of Claims Each Shareholder has no knowledge of any causes of action or other claims that could have been or in the future might be asserted by such Shareholder against the Company or any of its predecessors, successors, assigns, directors, employees, agents or representatives arising out of facts or circumstances occurring at any time on or prior to the date hereof and in any way relating to any duty or obligation of the Company or any Shareholder.

  • Absence of Unlawful Influence The Company has not offered, or caused the Underwriters to offer, the Offered Securities to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • Absence of Default No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

  • Absence of Obligation to Disclose The Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

  • Absence of Change Since the Statement Date, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure Schedule: (a) each of the Group Companies has (i) conducted its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business; (b) none of the Group Companies has entered into any transaction in an amount in excess of RMB5,000,000 other than in the ordinary course of business consistent with past practice; (c) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies; (d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company; (e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company; (f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice; (g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company; (h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements; (i) there has not been any incurrence, commitment to incur, assumption or guarantee by any of the Group Companies of any indebtedness other than in the ordinary course of business (such as working capital loans) and in amounts in excess of RMB5,000,000 and on terms consistent with past practice; (j) there has not been the creation or other incurrence of any material Encumbrance on any asset of any Group Company other than in the ordinary course of business consistent with past practice; (k) there has not been any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Company) by any Group Company except for loans, pledges or guarantees made by a Group Company to another Group Company in the ordinary course of business and in accordance with Applicable law; (l) there has not been any resignation of or termination of the employment relationship of any Key Employee; (m) there has not been any capital expenditures made by any Group Company that aggregate in excess of RMB75,000,000; (n) there has not been any change in the nature or organization of, or any material change in the scope of, the business of any Group Company or disposal of the whole or its undertaking or property or substantial part thereof; (o) there has not been any material acquisition or formation of any Subsidiary, any branch companies, any equity interest in any Person or the whole or any substantial part of the undertaking, assets or business of any other Person or entering into any joint venture or partnership with any other Person, by any Group Company; (p) there has not been any sale, transfer, lease, or pledge of all or substantially all of the assets by any of the Group Companies, or entry into any consolidation, amalgamation, scheme of arrangement or merger of any Group Company with or into any other Person or other corporate reorganization; (q) there has not been any sale, transfer, pledge or otherwise disposition of share capital or registered capital of any Group Company; (r) there has not been any issuances of Common Shares or Preferred Shares and there were options exercisable for 21,060,606 Commons Shares outstanding; and (s) there has not been any agreement or commitment by any Group Company to do any of the things described in this Section 3.9.

  • Absence of Litigation There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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