Common use of Brokers and Other Advisors Clause in Contracts

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent Parent, Merger Sub or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor advisor, counsel (other than legal counsel) or other Person is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission (collectively, “Advisory Fees”) in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent Sellers or any Affiliate of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentany Seller.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries the Investor, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent Seller or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made transactions contemplated by this Agreement as a result of any action taken by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentPurchaser.

Brokers and Other Advisors. 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 for which Seller could become responsible in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentBuyer.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s's, finder’s's, financial advisor’s 's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Purchaser or any of its Subsidiaries Affiliates, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Purchaser.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No agent, broker, investment banker, finder, financial advisor advisor, firm or other Person is entitled to any broker’s's, finder’s's, financial advisor’s 's or other similar fee or commission or reimbursement of expenses in connection with the Transactions based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentCompany Subsidiary.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, Persons whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentTransactions.

Brokers and Other Advisors. 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 for which Buyer could become responsible in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSeller.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection with the Transactions this Agreement, based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. No Except for the Financial Advisors, no broker, finder, investment banker, financial advisor or other Person is entitled to any broker’sbrokerage, finder’s, financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthe Company.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries Affiliates, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor (or pursuant to the expense reimbursement provisions hereof).

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, Persons whose fees and expenses shall will be paid by ParentParent or its Affiliates as of the date of this Agreement.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. No broker, investment banker, financial advisor advisor, agent or other Person (other than the Parent Financial Advisor) is entitled to any broker’s, finder’s, financial advisor’s, agent’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent Parent, Purchaser or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parenttheir Subsidiaries.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of Parent Buyer or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. No Except as set forth on Section 3.11 of the Company Disclosure Letter, 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries the Seller, except for Persons, if any, whose fees and expenses shall be paid by Parentthe Financial Advisor.

Brokers and Other Advisors. No broker, finder, investment banker, financial advisor or other Person is entitled to any broker’sbrokerage, finder’s, financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent Parent, Purchaser, or any of its their respective Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentParent or Purchaser.

Brokers and Other Advisors. No Except for ▇.▇. ▇▇▇▇▇▇ Securities LLC, the fees and expenses of which will be paid by Parent or an Affiliate thereof, no broker, investment banker, banker or financial advisor or other Person is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses, in connection with the Transactions transactions contemplated hereby based upon on arrangements made by or on behalf of Parent Parent, Merger Sub or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parenttheir respective Affiliates.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries the Purchaser, except for Persons, if any, whose fees and expenses shall be paid by Parentthe Financial Advisor.

Brokers and Other Advisors. No broker, investment bankerfinder, financial advisor advisor, investment banker or other similar Person is entitled to any broker’s, brokerage or finder’s, financial advisor’s fees or other similar fee or commission commissions from Buyer in connection with the Transactions based upon arrangements made transactions contemplated by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthis Agreement.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor (or pursuant to the expense reimbursement provisions hereof).

Brokers and Other Advisors. No broker, investment bankerfinder, financial advisor advisor, investment banker or other similar Person is entitled to any broker’s, brokerage or finder’s, financial advisor’s fees or other similar fee or commission commissions from any of the Sold Companies in connection with the Transactions based upon arrangements made transactions contemplated by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthis Agreement.

Brokers and Other Advisors. No broker, investment banker, financial advisor advisor, agent or other Person is entitled to any broker’s, finder’s, financial advisor’s, agent’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentParent Subsidiary.

Brokers and Other Advisors. No Except for ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with this Agreement or the Transactions Exchanges based upon arrangements made by or on behalf of Parent Conduent or any of its Subsidiaries, other than any arrangements for which Conduent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentare solely responsible.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses, in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthe Buyer.

Brokers and Other Advisors. No Except for the Parent Financial Advisor, the fees and expenses of which will be paid by Parent, no broker, investment banker, banker or financial advisor or other Person is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses, in connection with the Transactions Merger or the transactions contemplated hereby based upon on arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries such Investor, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor.

Brokers and Other Advisors. 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 for which Buyer could become responsible in connection with the Contemplated Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSeller.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthe other Group Companies.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor.

Brokers and Other Advisors. No Except as provided in Section 9.11, 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 commission, or the reimbursement of expenses in connection therewith, in connection with this Agreement or the Transactions Exchanges based upon arrangements made by or on behalf of Parent or ▇▇▇▇▇▇, other than any of its Subsidiaries except arrangements for Persons, if any, whose fees and expenses shall be paid by Parentwhich ▇▇▇▇▇▇ is solely responsible.

Brokers and Other Advisors. 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 Transactions transactions contemplated hereby based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthe Company.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentCompany.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission in connection with the Transactions Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentMerger Sub.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions or the transactions contemplated by the Commercial Agreement based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 Transactions transactions contemplated hereby based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees Merger Sub in connection with Parent and expenses shall be paid by ParentMerger Sub entering into this Agreement.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person Person, other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, Inc., the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement, the Transactions Merger and the other transactions contemplated hereby based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees Merger and expenses shall be paid by Parentthe Transactions.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent such Company Equityholder, any of its respective Subsidiaries (if any) or any of its Subsidiaries except for Personstheir respective directors, if any, whose fees and expenses shall be paid by Parentofficers or employees.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon on arrangements made by or on behalf of Parent Parent, Merger Sub or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any Merger Sub on or prior to the date of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthis Agreement.

Brokers and Other Advisors. 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 commission, in connection with the Transactions based upon arrangements made by or on behalf of Parent ▇▇▇▇▇▇, Merger Sub or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person (other than RBC Dominion Securities Inc.) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentMerger Sub.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent Parent, Merger Sub or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent. SECTION 4.07.

Brokers and Other Advisors. 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 Transactions transactions contemplated hereby based upon arrangements made by or on behalf of Parent Purchaser or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person person, other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission in connection with the Merger and the other Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSub.

Brokers and Other Advisors. 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 Transactions Share Purchase based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except the Seller, in each case for Persons, if any, whose fees and expenses shall be paid by Parentwhich the Company may become liable.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses, in connection with the Transactions or any prior actual or potential merger, acquisition or divestiture transaction based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for PersonsAffiliates. Notwithstanding anything in this Agreement to the contrary, if any, whose there are no fees or expenses related to the Transactions payable by the Company to any third party other than the Company Transaction and expenses shall be paid by ParentBonus Expenses.

Brokers and Other Advisors. No agent, broker, investment banker, finder, financial advisor advisor, firm or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or reimbursement of expenses in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentaffiliates.

Brokers and Other Advisors. No Except for the Bankers’ Fees, 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 commission, or the reimbursement of expenses, in connection with the Transactions transactions contemplated hereby based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthe Company’s Subsidiaries.

Brokers and Other Advisors. No broker, investment banker, financial advisor advisor, agent or other Person is entitled to any broker’s, finder’s, financial advisor’s, agent’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent Parent, Purchaser or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parenttheir Subsidiaries.

Brokers and Other Advisors. No Except for ▇▇▇▇▇▇▇▇▇ LLC, 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses, in connection with the Transactions or any prior merger, acquisition or divestiture transaction based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except for PersonsAffiliates. Notwithstanding anything in this Agreement to the contrary, if any, whose there are no fees or expenses related to the Transactions payable by the Company to any third party other than the Company Transaction and expenses shall be paid by ParentBonus Expenses.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection with the Transactions Transactions, based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentParent or any of its Subsidiaries.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent the Purchaser or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentParent or Purchaser.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person Person, other than Credit Suisse Securities (USA) LLC, the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission in connection with the Merger or the other Transactions based upon arrangements made by or on behalf of the Parent Entities or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parenttheir Affiliates.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person (other than the Company Financial Advisor) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. The Company has delivered to Parent complete and accurate copies of all Contracts under which any such fees or any expenses are payable and all indemnification and other Contracts related to the engagement of its Subsidiaries except for Persons, if any, whose the Persons to whom such fees and expenses shall be paid by Parentare payable.

Brokers and Other Advisors. No Except for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇▇▇ LLC, 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person person, other than ▇▇▇▇▇▇ Brothers, Inc., the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent ▇▇▇▇▇▇, Merger Sub or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent▇▇▇▇▇▇.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person (other than the Parent Financial Advisor) is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the Transactions Merger based upon arrangements made by or on behalf of Parent Parent, Merger Sub or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parenttheir Subsidiaries.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose any such fees and or commissions or expenses shall which will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other similar Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses, in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent Newco or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentSubsidiaries.

Brokers and Other Advisors. 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 consummation of the Merger and the other Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, Persons whose fees and expenses shall will be paid by ParentParent at Closing.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent Parent, HoldCo, Merger Sub or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person person is entitled to any broker’s's, finder’s's, financial advisor’s 's or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentBuyer.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries Affilates, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries the Investors, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investors.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries such Investor, except for Persons, if any, whose fees and expenses shall expense will be paid by Parentsuch Investor.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person Person, other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement, the Transactions Merger and the other transactions contemplated hereby based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentaffiliates.

Brokers and Other Advisors. 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 Transactions Merger and the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for PersonsRBC Capital Markets, if anyLLC, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. 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 Contemplated Transactions based upon arrangements made by or on behalf of Parent Buyer or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by ParentAffiliates.

Brokers and Other Advisors. No broker, investment bankerfinder, financial advisor or other Person investment banker is entitled to any broker’s, brokerage or finder’s, financial advisor’s fees or other similar fee or commission commissions in connection with the Transactions transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent Parent, Merger Sub or any of its their respective Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentwhich the Company could have any Liability prior to the Effective Time.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions Investment based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries Affiliates, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor.

Brokers and Other Advisors. No broker, investment banker, banker or financial advisor or other Person is entitled to any broker’s, finder’s, ’s or financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by GP Merger or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentthe transactions contemplated hereby.

Brokers and Other Advisors. 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 Transactions Transactions, in each case, that would be payable by the Company or any of its affiliates, based upon arrangements made by or on behalf of Parent Parent, Merger Sub or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parenttheir respective affiliates.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Investor or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Investor.

Brokers and Other Advisors. 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 Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any(other than Citigroup Global Markets Inc., whose fees and expenses shall be paid by Parent).

Brokers and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to receive any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of Parent the Shareholder or any of its Subsidiaries except Affiliates that Buyer would be liable for Persons, if any, whose fees in connection with the transactions contemplated by this Agreement and expenses shall be paid by Parentthe Ancillary Agreements.

Brokers and Other Advisors. No broker, finder, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s fee or other similar fee or commission in connection with the Transactions Offer, the Merger and the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Sub, other than any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parentsuch fee or commission with respect to which Parent or Sub are the sole obligors.

Brokers and Other Advisors. No broker, investment banker, financial advisor or other similar Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parent.

Brokers and Other Advisors. 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 Transactions Share Purchase based upon arrangements made by or on behalf of Parent the Company or any of its Subsidiaries except affiliates, securityholders, directors, officers, or agents, in each case for Persons, if any, whose fees and expenses shall be paid by Parentwhich the Seller may become liable.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent any Purchaser or any of its Subsidiaries their respective Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Purchasers.

Brokers and Other Advisors. 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 commission, or the reimbursement of expenses in connection therewith, in connection with the Transactions based upon arrangements made by or on behalf of Parent the Purchaser or any of its Subsidiaries Subsidiaries, except for Persons, if any, whose fees and expenses shall will be paid by Parentthe Purchaser.