Brokers and Fees Sample Clauses

Brokers and Fees. Except for the Company’s obligations to the Company Financial Advisor, neither the Company nor any Company Subsidiary or any director or officer of the Company or any Company Subsidiary, has incurred or will incur on behalf of the Company or any Company Subsidiary, any brokerage, finders’, advisory or similar fee in connection with the Transactions, including the Merger. The Company has heretofore made available to Parent true and complete copies of all agreements with the Company Financial Advisor pursuant to which such firm would be entitled to any payment or commission relating to the Merger or any other Transactions.
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Brokers and Fees. 34 Section 4.21. Customers.............................................................34
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Brokers and Fees. No broker, finder or investment banker (other than Broadview International LLC ("Broadview")) is entitled to any --------- brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. The Company has furnished to Parent accurate and complete copies of all agreements under which all fees (including legal fees), commissions and other amounts have been paid or may become payable and all indemnification and other agreements related to the engagement of Broadview or any other advisor.
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Brokers and Fees. Except as set forth on SCHEDULE 4.10, neither the Company nor any Company Shareholder has an obligation to pay any broker, finder, investment banker, financial advisor, attorney or similar fee in connection with this Agreement or the other documents or agreements contemplated hereby or the transactions contemplated hereby or thereby.
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Brokers and Fees. Except as set forth on SCHEDULE 6.7, neither Parent nor its subsidiaries has an obligation to pay any broker, finder, investment banker, financial advisor, attorney or similar fee in connection with this Agreement or the other documents or agreements contemplated hereby or the transactions contemplated hereby or thereby.
Sample 1
Brokers and Fees. Except to the extent set forth in Schedule 3.8, no broker, finder, financial advisor or similar intermediary has acted for or on behalf of, or is entitled to any broker's, finder's or similar fee, success or contingency fee or other commission from, the Company or its Subsidiaries in connection with this Agreement or the Transactions.
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Brokers and Fees. 25 Section 3.20. Affiliate Transactions.....................................26 Section 3.21. Indemnification and Other Claims...........................27
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Brokers and Fees. (a) No broker, finder or investment banker (other than Lazard) is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of NGP or any NGP Subsidiary. NGP has heretofore made available to Buyer a complete and correct copy of all agreements between NGP and Lazard pursuant to which such firm would be entitled to any payment relating to the transactions contemplated hereby or would be entitled to any other payment from NGP or any NGP Subsidiary after the date hereof. (b) Section 3.19(b)(i) of the NGP Disclosure Schedule sets forth the Transaction Fees (as defined below) incurred between January 1, 2002 and September 6, 2002 by NGP, any NGP Subsidiary and any Price Entity and noting which fees and expenses, if any, have been paid as of September 6, 2002 or accrued as of September 6, 2002. Section 3.19(b)(ii) of the NGP Disclosure Schedule sets forth the Transaction Fees of (i) Lazard, (ii) Wachtell, Lipton, Xxxxx & Xxxx ("XXXXXXXX"), (iii) Xxxxxx & Xxxxxxx ("XXXXXX"), (iv) Banc of America Securities LLC ("B OF A"), (v) PricewaterhouseCoopers LLP ("PWC") (with respect of accounting services rendered) and (vi) Other Bidders, estimated in good faith on the date hereof, anticipated to be incurred between September 6, 2002 and the Closing Date. For purposes of this Agreement, "TRANSACTION FEES" shall mean (A) all fees and out-of-pocket expenses of the legal and financial advisors and accountants of NGP, any NGP Subsidiary and any Price Entity that are payable by NGP, any NGP Subsidiary or any Price Entity and attributable to (x) the transactions contemplated by this Agreement, the Reorganization Agreement, the Purchase Agreement and the Amended and Restated Reorganization Agreement, (y) the negotiation and execution of (aa) the Forbearance Agreement dated as of February 8, 2002, among NGP, NGOP, BankOne, NA and the lenders identified therein, and the amendments and extensions thereto through the date of this Agreement, the Amendment and Extension Agreement, dated as of June 28, 2002, among NGP, NGOP, BankOne, NA and the lenders identified therein, the Note Purchase Override Agreement, dated as of June 28, 2002, among NGP, NGOP and the noteholders party thereto and related documents and (bb) the Forbearance Agreement, dated March 5, 2002, by and between Bank of America, NA and AGC and the Restructuring Agreement and Limited Waiver, dated as of July 1, 2002, a...
Sample 1

Related to Brokers and Fees

  • Dues and Fees Grantee certifies that it is not prohibited from receiving an Award because it pays dues or fees on behalf of its employees or agents, or subsidizes or otherwise reimburses them for payment of their dues or fees to any club which unlawfully discriminates (775 ILCS 25/1 et seq.).

  • Commissions and Fees Pentegra has not incurred any obligation for any finder's, broker's or similar fees in connection with the transactions contemplated hereby.

  • Points and Fees No Mortgagor was charged “points and fees” (whether or not financed) in an amount greater than (i) $1,000, or (ii) 5% of the principal amount of such Mortgage Loan, whichever is greater. For purposes of this representation, such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Xxx Guides and “points and fees” (x) include origination, underwriting, broker and finder fees and charges that the mortgagee imposed as a condition of making the Mortgage Loan, whether they are paid to the mortgagee or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the Mortgage Loan (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections), the cost of mortgage insurance or credit-risk price adjustments, the costs of title, hazard, and flood insurance policies, state and local transfer taxes or fees, escrow deposits for the future payment of taxes and insurance premiums, and other miscellaneous fees and charges which miscellaneous fees and charges, in total, do not exceed 0.25% of the principal amount of such Mortgage Loan. This representation and warranty is a Deemed Material and Adverse Representation;

  • Brokers' Fees and Commissions Neither the Purchaser nor any of its officers, partners, employees or agents has employed any investment banker, broker, or finder in connection with the transactions contemplated by the Primary Documents.

  • CONTRACT LIMIT AND FEES AND EXPENSES to change the not-to- exceed total amount of the Contract from SIX HUNDRED THOUSAND DOLLARS AND NO CENTS ($600,000.00) to ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) through the end of the first renewal term of the Contract, as approved by RRC Commissioners on September 18, 2018.

  • Brokers’ Fees and Expenses No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

  • Broker’s Commissions Buyer and Seller each hereby represent that, except for the Broker listed herein, there are no other brokers involved or that have a right to proceeds in this transaction. Seller shall be responsible for payment of commissions to the Broker pursuant to a separate written agreement executed by Seller. Seller and Buyer each hereby agree to indemnify and hold the other harmless from all loss, cost, damage or expense (including reasonable attorneys' fees at both trial and appellate levels) incurred by the other as a result of any claim arising out of the acts of the indemnifying party (or others on its behalf) for a commission, finder's fee or similar compensation made by any broker, finder or any party who claims to have dealt with such party (except that Buyer shall have no obligations hereunder with respect to any claim by Broker). The representations, warranties and indemnity obligations contained in this section shall survive the Closing or the earlier termination of this Agreement.

  • Payment and Fees 3.1 In consideration for the Token, Royalty Rights and Creator Related Rights, First Acquirer hereby agrees to pay to the Seller the price set out under the Special Terms (“Fee”). Without limiting any of the foregoing, the valid execution of this Agreement, grant of rights stated herein, and the delivery of the Token, is conditioned upon (i) First Acquirer’s payment and Seller’s receipt of the entire Fee in the Escrow Account, and (ii) providing a compatible network wallet address in the manner as set out on the Website, as to where the Token will be delivered. The Seller shall retain the amount specified in the Special Terms as agency Fees.

  • Brokers' and Finders' Fees; Third Party Expenses Buyer has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

  • Services and Fees 2.1. Subject to the terms of this Agreement, DST will perform, with reasonable care, skill, prudence and diligence, and in accordance with applicable Law, for the Fund and, if and to the extent specifically set forth therein, the Services set forth in Schedule B and such other service schedules as may be added to this Agreement by the Parties (collectively, the “Service Schedules”). DST shall be under no duty or obligation to perform any service except as specifically listed in the Service Schedules, or take any other action except as specifically listed in a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund requests to change the Services, will only be binding on DST when they are reflected in an amendment to the Service Schedules. For the avoidance of doubt DST agrees to amend the Service Schedules if necessitated by a change in applicable Law or a change to the Governing Documents of the Fund. For clarification, this will include costs related changes to the software, systems or processes used by DST to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost. 2.2. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may, with the Fund’s prior written consent, be delegated by DST to one or more of its Affiliates or other Persons (and any Fund consent to such delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by DST. If DST delegates any Services, (i) such delegation shall not relieve DST of its duties and obligations hereunder, (ii) such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of DST, and (iii) DST will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to revoke its consent to a particular arrangement. 2.3. [ ] 2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at DST's standard rates and fees in effect at the time as set forth in the Fee Letter. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon in the Fee Letter.

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