Expenses; Brokers Sample Clauses

Expenses; Brokers. Except as provided in this Agreement, each party shall pay its own expenses in connection with the authorization, preparation, execution and performance of this Agreement, including, without limitation, all fees and expenses of agents, representatives, attorneys, accountants and consultants. Each party represents and warrants to each other party that no broker or other person or entity acting pursuant to the authority of such party is entitled to any broker’s commission.

Expenses; Brokers. The Company shall pay or cause to be paid, whether or not any Closing occurs hereunder, all reasonable out-of-pocket fees and expenses incurred by the Purchaser and its respective Affiliates, in connection with the transactions contemplated by this Agreement, the other Documents and all matters related thereto (including, without limitation, HSR Act filing fees, and reasonable fees and disbursements of counsel and consultants). Each of the parties represents to the others that neither it nor any of its Affiliates has used a broker or other intermediary, in connection with the transactions contemplated by this Agreement for whose fees or expenses any other party will be liable and respectively agrees to indemnify and hold the others harmless from and against any and all claims, liabilities or obligations with respect to any such fees or expenses asserted by any person on the basis of any act or statement alleged to have been made by such party or any of its Affiliates.

Expenses; Brokers. (a) Purchaser and Seller shall be responsible for and bear all of their respective costs and expenses incurred in connection with this Agreement, including, without limitation, any legal, accounting or other representative or advisor costs and expenses. (b) Each Party will be responsible for any fees or expenses of any financial advisor, broker or finder retained by such Party payable upon consummation of the transactions contemplated by this Agreement.

Expenses; Brokers. Provided that the Closing shall have occurred, the Company shall pay or cause to be paid, all reasonable and documented out-of-pocket fees and expenses incurred by each of the Purchasers and their respective Affiliates for the Closing, and in connection with the transactions contemplated by this Agreement, the other Documents and all matters related thereto (including, without limitation, reasonable fees of counsel). Each of the parties represents to the others that neither it nor any of its Affiliates has used a broker or other intermediary, in connection with the transactions contemplated by this Agreement for whose fees or expenses any other party will be liable and respectively agrees to indemnify and hold the others harmless from and against any and all claims, liabilities or obligations with respect to any such fees or expenses asserted by any person on the basis of any act or statement alleged to have been made by such party or any of its Affiliates.

Expenses; Brokers. Each party shall pay its own costs ----------------- and expenses in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby, including without limitation, fees and disbursements of counsel, financial advisors and accountants. The Sellers shall pay any and all stamp, transfer and other similar Taxes payable or determined to be payable in connection with the execution and delivery of this Agreement or the transfer of the Shares, and shall save and hold each of the Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such Taxes. Each of the parties represents to the others that neither it nor any of its Affiliates has used a broker or other intermediary, in connection with the transactions contemplated by this Agreement for whose fees or expenses any other party will be liable and respectively agrees to indemnify and hold the others harmless from and against any and all claims, liabilities or obligations with respect to any such fees or expenses asserted by any person on the basis of any act or statement alleged to have been made by such party or any of its Affiliates.

Expenses; Brokers. 44 SECTION 9.11. Press Releases and Public Announcements................... 44 SECTION 9.12. Assignment; No Third Party Beneficiaries.................. 44 SECTION 9.13. Severability.............................................. 44 SECTION 9.14. Counterparts Counterparts; Facsimile...................... 44 SECTION 9.15. Further Assurances........................................ 44 SECTION 9.16.

Expenses; Brokers. Except as otherwise provided in this Agreement, each of the parties hereto shall pay his or its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any finder's fees, commissions, brokerage fees or like payments with respect to any broker or finder engaged or dealt with by such party. None of the parties hereto, or their respective officers and agents have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement. Each party will indemnify and hold the other parties harmless from any such payment alleged to be due as a result of actions by such party or its officers or agents.

Expenses; Brokers. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Other than the use of Bear, Xxxxxxx & Co. Inc. by the Company, each of the parties represents to the others that neither it nor any of its Affiliates has used a broker or other intermediary in connection with the Transactions for whose fees or expenses any other party will be liable. Each party agrees to indemnify and hold the other parties to this Agreement harmless from and against any and all claims, liabilities or obligations with respect to any such fees or expenses asserted by any Person on the basis of any act or statement alleged to have been made by such party or any of its Affiliates.

Expenses; Brokers. The Company shall pay or cause to be paid, whether or not the Third Closing occurs hereunder, all reasonable out-of-pocket fees and expenses incurred by the Purchaser and its respective Affiliates, in connection with the transactions contemplated by this Agreement, the other Documents and all matters related thereto (including, without limitation, HSR Act filing fees, and reasonable fees and disbursements of counsel and consultants not to exceed $50,000 per Closing).

Expenses; Brokers. 65 SECTION 10.12. Press Releases and Public Announcements ..................66 SECTION 10.13. Assignment; No Third Party Beneficiaries .................66 SECTION 10.14. Severability .............................................67 SECTION 10.15. Counterparts .............................................67 SECTION 10.16. Remedies; Specific Performance ...........................67 SECTION 10.17. Transition Services Agreement ............................67 SCHEDULES --------- Schedule 1.02 Specified Leases Schedule 2.03(e) Certain Transactions Schedule 3.01(c)(i) Capital Stock of Subsidiaries Schedule 3.01(c)(ii) Arrangements with Respect to Capital Stock Schedule 3.01(c)(iii) Ownership Interests of the Company in its Subsidiaries Schedule 3.04 No Violation; Consents Schedule 3.05(a) Unaudited Financial Statements Schedule 3.05(b) Audited Financial Statements Schedule 3.05(c) Operation Expenses TABLE OF CONTENTS EXHIBITS -------- Exhibit A Employee Benefits Agreement Exhibit B Form of Intellectual Property Agreement Exhibit C Form of Separation and Distribution Agreement Exhibit D Form of Transition Services Agreement Exhibit E Form of Legal Opinion Exhibit F Financing Commitment Letter Exhibit G Acceptable Form of Commitment Letter STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 16, 2006, is made by and between Pitney Bowes Inc., a Delaware corporation (the "SELLER"), being the sole xxxxxholder of Pitney Bowes Credit Corporation, a Delaware corporation (the "COMPANY"), axx XXC Management LLC, a Delaware limited liability company (the "PURCHASER"). The Company is a party to this Agreement solely for the purposes of Section 10.07 hereof. Unless otherwise expressly set forth in this Agreement, capitalized terms used herein shall have the meaning ascribed to such terms in Article I of this Agreement.