Common use of Expenses; Brokers Clause in Contracts

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. The Company shall pay or cause to be paid, whether or not any the Closing occurs hereunder, all reasonable out-of-pocket fees and expenses incurred by the Purchaser Company and its respective Affiliates, by or on behalf of the Holders and their Affiliates in connection with the transactions contemplated by this Agreement, the other Documents and all matters related thereto Transactions (including, without limitation, HSR Act filing reasonable fees, and reasonable fees charges and disbursements of counsel and consultantscounsel). Each Other than the use of UBS Securities LLC by the Company and Xxxxxxx, Xxxxx by the Special Committee, each of the parties represents to the others that neither it nor any of its Affiliates has used a broker or other intermediary, intermediary in connection with the transactions contemplated by this Agreement Transactions for whose fees or expenses any other party will be liable and respectively liable. Each party agrees to indemnify and hold the others 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 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 Provided that the Closing shall have occurred, the Company shall pay or cause to be paid, whether or not any Closing occurs hereunder, all reasonable and documented out-of-pocket fees and expenses incurred by the Purchaser and its their respective AffiliatesAffiliates for the Closing contemplated by this Agreement, and in connection with the transactions contemplated by this Agreement, the other Documents and all matters related thereto (including, without limitation, HSR Act filing including legal fees, and reasonable fees and disbursements expenses of counsel and consultantsto Pequot). 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.