Except for U. S. government equivalent War and Named Perils coverage, Workers Compensation/Employer’s Liability Insurance and Property Coverage, the insurance policies are to contain, or be endorsed to contain, the following provisions:
Except for U. S. Bancorp Piper Jaffray, no broker, finder or investment banker is entitled to axx xxxxxxxxx, finder's or other 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 any of the Acquired Corporations. The total of all fees, commissions and other amounts that have been paid by the Company to U.S. Bancorp Piper Jaffray and all fees, commissions and other amounts that may becxxx xxxxxxx xo U.S. Bancorp Piper Jaffray by the Company if the Merger is consummated will not excxxx $000,000 plus reasonable expenses. The Company has furnished to Parent accurate and complete copies of all agreements under which any such fees, commissions or other amounts have been paid to may become payable and all indemnification and other agreements related to the engagement of U.S. Bancorp Piper Jaffray.
Except for U. S. tax and consolidated accounting purposes, the Borrower has at all times since its formation identified itself, and will continue to identify itself, in all dealings with the public, under its own name and as a separate and distinct entity. Except for U.S. tax and consolidated accounting purposes, the Borrower has not at any time since its formation identified itself, and will not identify itself, as being a division or a part of any other entity.
Except for U. S. Bancorp Xxxxx Xxxxxxx, Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on behalf of Seller. Seller is solely responsible for the fees and expenses of U.S. Bancorp Xxxxx Xxxxxxx, Inc. (other than certain brokerage costs contemplated by Section 2.12.
Except for U. S. Tax purposes, neither the execution of this Agreement nor the occurrence of Closing will result in Alvarium or any of the Alvarium Subsidiaries being deemed for Tax purposes to dispose of any asset or otherwise give rise to any Tax liability of Alvarium or any of the Alvarium Subsidiaries.
Except for U. S. Patent No. 4,524,059 which has expired, the Company warrants and represents that all Business Intellectual Property owned by the Company and, to the Company's knowledge, all Business Intellectual Property licensed to the Company and its Subsidiaries (which companies shall be considered as a whole), is valid, subsisting and enforceable.
Except for U. S. Dept. of Transportation Regulations, with which there is material non-compliance, discharge and perform all of its liabilities, obligations and duties as they become due under all Governmental Permits and contracts relating to or affecting its properties, assets and business;
Except for U. S. Treasury securities (securities backed by the full faith and credit of the U.S. Government), and money-market mutual funds, no more than 15% of the total assets of the account may be invested in the securities of any single issuer.
Except for U. S. Bancorp Xxxxx Xxxxxxx, Inc. and Xxxxxxx Capital LLC, which have been retained by the Company, neither the Sellers nor the Company or any of its Subsidiaries has retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement.
Except for U. S. International Trade Commission proceedings, all disputes and claims arising out of this Agreement shall be subject to the exclusive jurisdiction and venue of the California state courts and the United States District Court for the Northern District of California, and SONY agrees and consents to the personal and exclusive jurisdiction of these courts. The parties hereto expressly waive any right they may have to a jury trial hereunder and agree that any proceeding under this Agreement shall be tried by a judge without a jury.
