Except for X. X. Xxxxxx & Co., whose ------------- fees will be paid by Parent, there is no investment banker, broker, finder or other intermediary who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Subsidiary.
Except for X. X. Xxxxxxxx & Co., a copy of whose engagement agreement has been provided to Parent and whose fees are to be paid by the Company, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries, or any of their respective officers or directors, who might be entitled to any banking, broker's, finder's or similar fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. The Company has no obligations or commitments to any investment banker or financial advisor in connection with any transactions that may be entered into by the Company after the Effective Time. The engagement agreement between the Company and X.X. Xxxxxxxx & Co. provided to Parent constitutes the entire understanding of the Company and X.X. Xxxxxxxx & Co. with respect to the matters therein and has not been amended or modified, nor will it be amended or modified, prior to the Effective Time.
Except for X. X. Xxxxxxxxx in respect ---------------------------- of Section 2.8 hereof, the provisions of Article 5 hereof relating to Indemnitees and the proviso clause of Section 7.6 and except for successors and assigns permitted by Section 7.7, this Agreement is solely for the benefit of the parties hereto and their respective Subsidiaries and Affiliates and shall not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.
Except for X. X. Xxxxxx Securities LLC (true and correct copies of whose engagement letter has been furnished to Parent), there is no investment banker, broker, finder, agent or other Person that has been retained by or is authorized to act on behalf of the Company or any -45- of its Subsidiaries who is entitled to any financial advisor’s, brokerage, finder’s or other similar fee or commission in connection with the transactions contemplated hereby (including the Offer and the Merger).
Except for X. X. Xxxxxxxx & Co., no broker, finder or financial advisor or other Person is entitled to any brokerage fees, commissions, finders’ fees or financial advisory fees in connection with the Contemplated Transactions by reason of any action taken by such Seller or any of its directors, managers, officers, employees, representatives or agents.
Except for X. X. Xxxxxx Securities LLC, there is no investment banker, broker or finder that has been retained by or on behalf of the Company or its Subsidiaries who is entitled to any brokerage, finder’s or other fee or commission payable by the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement.
Except for X. X. Xxxxxx Securities LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or Holdings. The Company has provided SPAC with a true and complete copy of all contracts, agreements and arrangements including its engagement letter, between the Company and X.X. Xxxxxx Securities LLC, other than those that have expired or terminated and as to which no further services are contemplated thereunder to be provided in the future.
Except for X. X. Xxxx Xxxxxx, no broker or finder has acted for or on behalf of Buyer or any Affiliate of Buyer in connection with this Agreement or the transactions contemplated by this Agreement. No broker or finder is entitled to any brokerage or finder's fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Buyer or any Affiliate of Buyer for which a Seller or any Affiliate of a Seller has or will have any liability or obligations (contingent or otherwise).
Except for X. X. Xxxxx, no broker, finder or similar agent has been employed by or on behalf of the Seller and no Person with which the Seller has had any dealings or communications of any kind is entitled to any brokerage commission or finder’s fee in connection with this Agreement or the transactions contemplated hereby.
Except for X. Xxxxxxx’x personal name and Goodwill, Sitrick Co is the owner of all right, title and interest in and to (free and clear of all Encumbrances other than Permitted Encumbrances) or otherwise has the right to use all Intellectual Property (registered and unregistered) used in connection with the Sitrick Business, provided that the foregoing does not apply to infringement, violation or misappropriation of Intellectual Property (which is solely addressed in Section 3.10(c)).
