Financial Advisor to Agent Sample Clauses

Financial Advisor to Agent. Each Loan Party hereby confirms its consent to the engagement by Xxxxxx & Xxxxxxx LLP of Macquarie Group Limited as the professional financial advisory firm to the Lender Parties (the “Agent Financial Advisor”), pursuant to an Engagement Letter to be dated on or about the date hereof (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Engagement Letter”), by and among Xxxxxx & Xxxxxxx LLP and Agent Financial Advisor, to, among other things, advise and assist Agent, Agent’s counsel, and each other Lender Party with their on-going assessment of Borrowers’ financial performance and their ability to repay the Obligations (such assistance to include, without limitation, (i) a review by such Agent Financial Advisor of all accounts receivable and accounts payable of Borrowers and the other Loan Parties, all existing contracts of Borrowers and other Loan Parties and all contracts of Borrowers and other Loan Parties currently under negotiation (and the projected effects on Borrowers’ future profitability), and (ii) monthly (or more frequently if Agent deems it appropriate) reviews and inspections by such Agent Financial Advisor of Borrowers’ operations and the items outlined in clause (i) above). Agent and Lenders may elect to maintain the confidentiality of any conclusions reached or reports prepared by such Agent Financial Advisor and may also provide that the Agent Financial Advisor’s conclusions shall be covered by the attorney work-product privilege. Borrowers confirm and agree that they shall reimburse Agent on demand for any and all reasonable fees and expenses of such Agent Financial Advisor.
Sample 1
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Related to Financial Advisor to Agent

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • Financial Advisor No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other Contemplated Transactions based upon arrangements made by or on behalf of Parent.

  • Opinions of Financial Advisors The Fund has received the opinion of Wachovia Capital Markets, LLC (“Wachovia”) financial advisor to the Fund, to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the Partners. The Fund shall promptly deliver a copy of the written opinion of Wachovia to the Company. It is agreed and understood that such opinion is for the sole benefit of the Fund and may not be relied upon by the Company or Acquisition LLC (except by operation of law following the Effective Time) or any other person.

  • No Financial Advisors Except as set forth in Section 2.20 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of the Company.

  • No Financial Advisor Other than the Underwriters, no person has the right to act as an underwriter or as a financial advisor to the Company in connection with the transactions contemplated hereby.

  • Opinion of Financial Advisors SECTION 3.20

  • Opinion of Financial Advisor 23 3.19. Brokers.............................................................. 23

  • No Financial Advisor, Placement Agent, Broker or Finder The Company represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorneys' fees and out of pocket expenses) arising in connection with any such claim.

  • Brokers and Financial Advisors Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

  • Opinion of Financial Adviser Xxxxxxxxx & Xxxxx LLC ---------------------------- (the "Company Financial Adviser") has delivered to the Company Board its written opinion dated the date of this Agreement to the effect that as of such date the Merger Consideration is fair, from a financial point of view, to the holders of Shares.

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