Brokers and Finders; Transaction Expenses. No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker's or finder's fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement based on any agreement, arrangement or understanding with such Investor.
Brokers and Finders; Transaction Expenses. No broker, investment banker, financial advisor or other Person, other than Xxxxxxx, Xxxxx & Co., Banc of America Securities LLC and Xxxxxx Xxxxxxx & Co. Incorporated, the fees and expenses of which will be paid by the Company (as reflected in the agreements between each such firm and the Company, copies of which have been delivered to Newco), is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. Section 4.23 of the Company Disclosure Schedule sets forth (i) the transaction fees and expenses incurred by the Company as of the date hereof and (ii) all transaction fees and expenses that, as of the date hereof, the Company is obligated to pay upon consummation of the transaction contemplated hereby.
Brokers and Finders; Transaction Expenses. No agent, broker, Person, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of any Group Entity or its Affiliates is, or will be, entitled to any broker’s commission, finder’s fees or similar payment from any of the Group Entities in connection with the Transactions. The Group Entities shall have not incurred any out-of-pocket fees or expenses in connection the drafting, negotiation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transaction that shall remain outstanding as of the Closing.
Brokers and Finders; Transaction Expenses. Except as set forth in Section 8.17 of the Parent Disclosure Schedule, other than Moelis & Company, Zolfo Xxxxxx and Xxxxxxxx Xxxxx, no person engaged by or acting on behalf of any of the MGM Companies or any Affiliate thereof is entitled to any brokerage, financial advisory, finder’s or similar fee or commission in connection with transactions contemplated by this Agreement for which any MGM Company could have any liability.
Brokers and Finders; Transaction Expenses. No Person has acted as a broker, finder or financial advisor for the Company or its Affiliates in connection with the negotiations relating to the Transactions, and no Person is entitled to any fee or commission or similar payment in respect thereof from the Company, Buyer or any of their respective Affiliates based in any way on any agreement, arrangement or understanding made by or on behalf of the Company or its Affiliates. Section 2.16 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees. Section 2.16 of the Disclosure Schedule sets forth the Company’s current reasonable estimate of all Third Party Expenses 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. All Contracts with respect to Third Party Expenses have been Made Available.
Brokers and Finders; Transaction Expenses. No Person has acted as a broker, finder or financial advisor for the Company or its Affiliates in connection with the negotiations relating to the Transactions, and no Person is entitled to any fee or commission or similar payment in respect thereof from the Company, Parent or any of their respective Affiliates based in any way on any agreement, arrangement or understanding made by or on behalf of the Company or its Affiliates.
Brokers and Finders; Transaction Expenses. Other than in connection with Share Seller’s or its Affiliates’ engagement of Moelis & Company, all negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the intervention of any Person acting on behalf of the Sellers or any of its Affiliates in such manner as to give rise to any valid claim against the Sellers, the Group Companies or the Buyers for any investment banker, brokerage or finder’s commission, fee or similar compensation.
Brokers and Finders; Transaction Expenses. (a) No Person has acted as a broker, finder or financial advisor for the Company or its Affiliates in connection with the negotiations relating to the Transactions, and no Person is entitled to any fee or commission or similar payment in respect thereof from the Company, Parent or any of their respective Affiliates based in any way on any agreement, arrangement or understanding made by or on behalf of the Company or its Affiliates. Section 2.16 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees. Section 2.16 of the Disclosure Schedule sets forth the Company’s current reasonable estimate of all Third Party Expenses as of the date hereof. All Contracts with respect to Third Party Expenses have been Made Available to Parent.
(b) As of the Closing there are no Third Party Expenses which have not been listed in full on the Third Party Expenses Report.
Brokers and Finders; Transaction Expenses. No person engaged by or acting on behalf of any of the C/G Companies, the Undersigned C/G Stockholders, Spyglass or any Affiliate thereof is entitled to any brokerage, financial advisory, finder’s or similar fee or commission in connection with transactions contemplated by this Agreement for which Parent or Merger Sub could have any liability, other than with respect to the valuation fees and expenses of the Xxxxxx Group.
Brokers and Finders; Transaction Expenses. In connection with this Agreement and the transactions contemplated hereby, no broker, finder or investment bank has acted directly or indirectly for the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has incurred, nor will any of them incur, directly or indirectly, any obligation to pay any brokerage, finder’s or other fee or commission to any Person, other than to the Persons disclosed in Section 3.14 of the Company Disclosure Schedule. Such fees or commissions shall have either been paid prior to Closing or shall be taken into account in the definition of Transaction Expenses.
