Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.5) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.19 also sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.5) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.19 sets forth the Company's current reasonable estimate as of the date of this Agreement of all Third Party Expenses (as defined in Section 5.55.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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 the Agreement or any transaction contemplated hereby. Section 2.20 of the Disclosure Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Section 2.20 of the Disclosure Schedule sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4 hereof) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Share Purchase Agreement (Simplex Solutions Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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 the Agreement or any transaction contemplated hereby. Schedule 2.19 3.21 sets ------------- forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.56.4(a) below) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan (Krooss John)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.192.20, the Company 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. Schedule 2.19 2.20 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.20 also sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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 the Agreement or any transaction contemplated hereby. Section 2.18 of the Company Disclosure Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4 hereof) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.19 also sets forth the Company's ’s current good faith and reasonable estimate of all Third Party Expenses (as defined in Section 5.5) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.. 2.20
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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 the Agreement or any transaction contemplated hereby. Section 2.21 of the Disclosure Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Section 2.21 of the Disclosure Schedule sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.6 of this Agreement) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19Other than the fees and expenses incurred in connection with the services rendered to the Company by Founders Capital Corporation, which fees and expenses shall be borne by the Shareholder, the Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's current a reasonable estimate of all Third Party Expenses (as defined in Section 5.55.3) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Scientific Technologies Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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 the Agreement or any transaction contemplated hereby. Schedule 2.19 2.20 sets ------------- forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.5(a) below) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19in Section 2.23 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' ’ fees or agents' commissions ’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this the Agreement or any transaction contemplated hereby. Section 2.23 of the Disclosure Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's ’s current reasonable estimate of all Third Party Expenses (as defined in Section 5.5below) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth ------------------------------------------------ on Schedule 2.19the Company Schedule, the Company 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 the Agreement or any transaction contemplated hereby. The Company Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . The Company Schedule sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.5) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lynuxworks Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.19 sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Critical Path Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.19 sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Critical Path Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19in Section 2.23(i) of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' ’ fees or agents' commissions ’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this the Agreement or any transaction contemplated hereby. Section 2.23(ii) of the Disclosure Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's ’s current reasonable estimate of all Third Party Expenses (as defined in Section 5.5below) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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. Schedule 2.19 Part 2.18 of the Company Disclosure Letter sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Part 2.18 of the Company Disclosure Letter also sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.6) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby. Third Party Expenses will not exceed $250,000.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Schedule 2.19 also sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the Company 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. Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees. As of the Closing date only, and (ii) the Schedule 2.19 will set forth Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.5) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Argonaut Technologies Inc)
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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. Section 2.21 of the Disclosure Schedule 2.19 sets forth (i) the principal terms and conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) . Section 2.21 of the Disclosure Schedule also sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.55.4.1) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set ------------------------------------------------ forth on Schedule 2.19, the Company 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. Schedule 2.19 sets forth (ia) the principal ------------- terms and conditions of any agreement with respect to such fees, and (iib) the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.5) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.193.19, the Company Partnership 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. Schedule 2.19 3.19 sets forth (i) the principal terms and 14 20 conditions of any agreement agreement, written or oral, with respect to such fees, and (ii) the Company's current . Schedule 3.19 sets forth a reasonable estimate of all Third Party Expenses (as defined in Section 5.56.2) expected to be incurred by the Company Partnership in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Brokers' and Finders' Fees; Third Party Expenses. Except as set forth on Schedule 2.19, the The Company 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. Schedule 2.19 2.22 sets forth (i) the principal terms and conditions of any agreement with respect to such fees, and (ii) the Company's current reasonable estimate general nature of all Third Party Expenses (as defined in Section 5.55.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)