Common use of Fees to Brokers, Finders and Others Clause in Contracts

Fees to Brokers, Finders and Others. Except for payment of the fees to the Finder's Compensation (as defined below) to the Finder, payment of which is the sole responsibility of the Company, the Company has taken no action which would give rise to any claim by any Person for brokerage commission, finder's fees or similar payments by Lender relating to this Agreement or the transactions contemplated hereby. Lender shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph that may be due in connection with the transactions contemplated hereby. The Company shall indemnify and hold harmless each of Lender, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred. The term "Finder's Compensation" means: (x) in connection with the consummation of the transactions contemplated by this Agreement, (1) a cash fee and expense allowance in the amount contemplated by the Joint Escrow Instructions, and (2) warrants to purchase Common Stock for a number of shares equal to ten percent (10%) of the Warrant Shares for all Lenders.

Fees to Brokers, Finders and Others. Except for payment of the fees to the Finder's Compensation (as defined below) to the Finder, payment of which is the sole responsibility of the Company, the The Company has taken no action which would give rise to any claim by any Person for brokerage commission, finder's fees or similar payments by Lender relating to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Company acknowledges that it has agreed to pay the Due Diligence Fees to the Due Diligence Reviewers (as those terms are defined in Annex VII hereto) for providing due diligence services to the Lenders in connection with the transactions contemplated hereby. Except for such fees arising as a result of any agreement or arrangement entered into by the Lender without the knowledge of the Company (a “Lender’s Fee”), Lender shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph that may be due in connection with the transactions contemplated hereby. The Company shall indemnify and hold harmless each of the Lender, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred. The term "Finder's Compensation" means: fees (x) in connection with the consummation of the transactions contemplated by this Agreement, (1) other than a cash fee and expense allowance in the amount contemplated by the Joint Escrow Instructions, and (2) warrants to purchase Common Stock for a number of shares equal to ten percent (10%) of the Warrant Shares for all LendersLender’s Fee).

Fees to Brokers, Finders and Others. Except for payment of the fees to the Finder's Compensation (as defined below) to the Finder, payment of which is the sole responsibility of the Company, the The Company has taken no action which would give rise to any claim by any Person for brokerage commission, finder's fees or similar payments by Lender relating to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Company acknowledges that it has agreed to pay the Due Diligence Fees to each Due Diligence Reviewer (as those terms are defined in Annex VII hereto) for providing due diligence services to the Lenders in connection with the transactions contemplated hereby. Except for such fees arising as a result of any agreement or arrangement entered into by the Lender without the knowledge of the Company (a “Lender’s Fee”), Lender shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph that may be due in connection with the transactions contemplated hereby. The Company shall indemnify and hold harmless each of the Lender, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred. The term "Finder's Compensation" means: fees (x) in connection with the consummation of the transactions contemplated by this Agreement, (1) other than a cash fee and expense allowance in the amount contemplated by the Joint Escrow Instructions, and (2) warrants to purchase Common Stock for a number of shares equal to ten percent (10%) of the Warrant Shares for all LendersLender’s Fee).

Fees to Brokers, Finders and Others. Except for payment of the fees to the Finder's Compensation (as defined below) to the Finder, payment of which is the sole responsibility of the Company, the Company has taken no action which would give rise to any claim by any Person for brokerage commission, finder's fees or similar payments by Lender relating to this Agreement or the transactions contemplated hereby. Lender shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph that may be due in connection with the transactions contemplated hereby. The Company shall indemnify and hold harmless each of Lender, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred. The term "Finder's Compensation" means: (x) , in connection with the consummation of the transactions contemplated by this Agreement, (1) a cash fee and expense allowance in the amount consideration contemplated by the Joint Escrow Instructions, and (2) warrants to purchase Common Stock for a number of shares equal to ten percent (10%) of the Warrant Shares for all Lenders.

Fees to Brokers, Finders and Others. Except for payment of the fees to the Finder's Compensation (as defined below) to the Finder, payment of which is the sole responsibility of the Company, the The Company has taken no action which would give rise to any claim by any Person for brokerage commission, finder's fees or similar payments by Lender Buyer relating to this Agreement or the transactions contemplated hereby. Lender Notwithstanding the foregoing, the Company acknowledges that it has agreed to pay the Placement Agent's Compensation (as defined below) to the Placement Agent in connection with the transactions contemplated hereby. Buyer shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph that may be due in connection with the transactions contemplated hereby. The Company shall indemnify and hold harmless each of Lenderthe Buyer, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred. The term "FinderPlacement Agent's Compensation" means: (x) , in connection with the consummation of the transactions contemplated by this Agreement, (1) a cash fee and expense allowance in the amount consideration contemplated by the Joint Escrow Instructions, and (2) warrants to purchase Common Stock for a number of shares equal to ten percent (10%) of the Warrant Shares for all Lenders.

Fees to Brokers, Finders and Others. Except for payment of the fees to the Finder's Compensation (as defined below) to the Finder, payment of which is the sole responsibility of the Company, the The Company has taken no action which would give rise to any claim by any Person for brokerage commission, finder's fees or similar payments by Lender relating to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Company acknowledges that it has agreed to pay the Due Diligence Fees to the Due Diligence Reviewers (as those terms are defined in ANNEX VII hereto) for providing due diligence services to the Lenders in connection with the transactions contemplated hereby. Except for such fees arising as a result of any agreement or arrangement entered into by the Lender without the knowledge of the Company (a "Lender's Fee"), Lender shall have no obligation with respect to such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this paragraph that may be due in connection with the transactions contemplated hereby. The Company shall indemnify and hold harmless each of the Lender, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees, as and when incurred. The term "Finderfees (other than a Lender's Compensation" means: (x) in connection with the consummation of the transactions contemplated by this Agreement, (1) a cash fee and expense allowance in the amount contemplated by the Joint Escrow Instructions, and (2) warrants to purchase Common Stock for a number of shares equal to ten percent (10%) of the Warrant Shares for all LendersFee).