Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Xxxxxxx Xxxxx & Co., the fees and expenses of which will be paid by the Company or one or more of its Subsidiaries, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has delivered to Parent complete and correct copies of all agreements under which such fee or commission is payable and all indemnification and other agreements related to the engagement of the persons to whom such fee is payable. The fees and expenses of any accountant, broker, financial advisor, consultant, legal counsel or other person retained by the Company or any of its Subsidiaries in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement incurred or to be incurred by the Company or any of its Subsidiaries in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement will not exceed the fees and expenses set forth in Section 3.01(y) of the Company Letter.
Appears in 2 contracts
Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Merge Healthcare Inc)
Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Xxxxxxx Xxxxx Xxxxxxxxx & Co.Company, Inc., the fees and expenses of which will be paid by the Company or one or more of its Subsidiaries, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has delivered to Parent complete and correct copies of all agreements under which any such fee fees or commission is commissions are payable and all indemnification and other agreements related to the engagement of the persons to whom such fee is fees are payable. The fees and expenses of any accountant, broker, financial advisor, consultant, legal counsel or other person retained by the Company or any of its Subsidiaries in connection with this Agreement, Agreement or the Merger and the other transactions contemplated by this Agreement incurred or to be incurred by the Company or any of its Subsidiaries in connection with this Agreement, Agreement or the Merger and the other transactions contemplated by this Agreement will not exceed the fees and expenses set forth in Section 3.01(y3.01(v) of the Company Letter.
Appears in 2 contracts
Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Unica Corp)
Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Xxxxxxx Xxxxx & Co.Union Square Advisors LLC, the fees and expenses of which will be paid by the Company or one or more of its Subsidiaries, is entitled to any broker’s's, finder’s's, financial advisor’s 's or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has delivered to Parent complete and correct copies of all agreements under which such fee or commission is payable and all indemnification and other agreements related to the engagement of the persons to whom such fee is payable. The fees and expenses of any accountant, broker, financial advisor, consultant, legal counsel or other person retained by the Company or any of its Subsidiaries in connection with this Agreement, Agreement or the Merger and the other transactions contemplated by this Agreement incurred or to be incurred by the Company or any of its Subsidiaries in connection with this Agreement, Agreement or the Merger and the other transactions contemplated by this Agreement will not exceed the fees and expenses set forth in Section 3.01(y3.01(v) of the Company Letter.
Appears in 1 contract
Samples: Merger Agreement (DemandTec, Inc.)
Brokers; Schedule of Fees and Expenses. (a) No agent, broker, investment banker, financial advisor or other person, other than Xxxxxxx Xxxxx & Co., firm or person acting on behalf of the fees and expenses of which Company is or will be paid by the Company or one or more of its Subsidiaries, is entitled to any broker’s's, finder’s's, financial advisor’s 's or other similar fee or commission in connection with any of the Merger and the other transactions contemplated by this Agreement based upon arrangements made Agreement, except Xxxxxxx Xxxxx & Co., Inc., whose fees and expense will be paid by or on behalf of the Company or any of its SubsidiariesCompany. The Company has delivered to Parent the Buyer a complete and correct copies accurate copy of all agreements under pursuant to which such fee or commission Xxxxxxx Xxxxx & Co., Inc., is payable and all indemnification and other agreements related entitled to the engagement of the persons to whom such fee is payable. The any fees and expenses in connection with any of any accountant, broker, financial advisor, consultant, legal counsel or other person retained the transactions contemplated by this Agreement.
(b) Section 3.27(b) of the Company Disclosure Schedule sets forth a complete and accurate list of the estimated fees and expenses incurred and to be incurred by the Company or and any of its Subsidiaries in connection with this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement incurred or to be incurred by the Company or any of its Subsidiaries in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement will not exceed (including the fees and expenses of Xxxxxxx Xxxxx & Co., Inc., and of the Company's legal counsel and accountants) and such estimated fees and expenses shall be no more than as set forth in on Section 3.01(y3.27(b) of the Company LetterDisclosure Schedule.
Appears in 1 contract
Samples: Merger Agreement (Cmgi Inc)
Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Xxxxxxx Xxxxx & Co.Qatalyst Partners LP, the fees and expenses of which will be paid by the Company or one or more of its Subsidiaries, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has delivered made available to Parent complete and correct copies of all agreements under which any such fee fees or commission is commissions are payable and all indemnification and other agreements related to the engagement of the persons to whom such fee is fees are payable. The fees and expenses of any accountant, broker, financial advisor, consultant, legal counsel or other person retained by the Company or any of its Subsidiaries in connection with this Agreement, Agreement or the Merger and the other transactions contemplated by this Agreement incurred or to be incurred by the Company or any of its Subsidiaries in connection with this Agreement, Agreement or the Merger and the other transactions contemplated by this Agreement will not exceed the fees and expenses set forth in Section 3.01(y3.01(w) of the Company Letter.
Appears in 1 contract
Samples: Merger Agreement (Netezza Corp)