Indemnification of Brokerage. The Sellers, jointly and severally, represent and warrant to NFO and the Buyer that no broker, finder, agent or similar intermediary (a "Broker") is entitled to receive any brokerage or finder's or financial advisor's fee from the Company or any of the Subsidiaries in conjunction with the transactions contemplated by this Agreement. The Sellers agree, jointly and severally, to indemnify and hold harmless NFO, the Buyer, the Company and the Subsidiaries from any Claim or demand for commission or other compensation by any Broker claiming to have been employed by or on behalf of the Company, any of the Subsidiaries or any of the Sellers, and to bear the cost of legal expenses incurred in defending against any such claim. Each of NFO and the Buyer represents and warrants to the Sellers that no Broker other than Xxxxxxx Xxxxx & Company has acted on behalf of NFO or the Buyer in connection with this Agreement or the transactions contemplated hereby, and that, other than to Xxxxxxx Xxxxx & Company, there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with NFO or the Buyer, or any action taken by NFO or the Buyer. Each of NFO and the Buyer agrees to indemnify and hold harmless the Company, the Subsidiaries and the Sellers from any Claim or demand for commission or other compensation by any Broker (including, without limitation, Xxxxxxx Xxxxx & Company) claiming to have been employed by or on behalf of NFO or the Buyer, and to bear the cost of legal expenses incurred in defending against any such claim.
Appears in 1 contract
Indemnification of Brokerage. The Sellers, jointly Seller represents and severally, represent and warrant warrants to NFO and the Buyer that that, other xxxx Xxxxxxx Xxxxx (the "Seller's Broker"), no broker, finder, agent or similar intermediary (has acted on behalf of the Seller in connection with this Agreement or the Contemplated Transactions, and that except for a "Broker") is entitled fee payable to receive any the Seller's Broker which the Seller agrees to pay in full, there are no brokerage or commissions, finder's fees or financial advisor's fee from the Company similar fees or commissions payable in connection therewith based on any of the Subsidiaries in conjunction agreement, arrangement or understanding with the transactions contemplated by this AgreementSeller. The Sellers agree, jointly and severally, Seller agrees to indemnify and hold save the Buyer harmless NFO, the Buyer, the Company and the Subsidiaries from any Claim claim or demand for commission or other compensation by any Broker broker, finder, agent or similar intermediary claiming to have been employed by or on behalf of the CompanySeller (including, any of without limitation, the Subsidiaries or any of the SellersSeller's Broker), and to bear the cost of legal expenses incurred in defending against any such claim. Each of NFO and the The Buyer represents and warrants to the Sellers Seller that no Broker other than Xxxxxxx Xxxxx & Company PricewaterhouseCoopers Corporate Finance S.A. (the "Buyer's Broker"), no broker, finder, agent or similar intermediary has acted on behalf of NFO or the Buyer in connection with this Agreement or the transactions contemplated herebyContemplated Transactions, and that, other than that except for a fee payable to Xxxxxxx Xxxxx & Companythe Buyer's Broker, there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with NFO or the Buyer, or any action taken by NFO or the Buyer. Each of NFO and the The Buyer agrees to indemnify and hold save the Seller harmless the Company, the Subsidiaries and the Sellers from any Claim claim or demand for commission or other compensation by any Broker (includingbroker, without limitationfinder, Xxxxxxx Xxxxx & Company) agent or similar intermediary claiming to have been employed by or on behalf of NFO or the Buyer (including, without limitation, the Buyer, 's Broker) and to bear the cost of legal expenses incurred in defending against any such claim.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ivex Packaging Corp /De/)
Indemnification of Brokerage. The SellersSeller and the Guarantors, jointly and severally, represent and warrant to NFO and the Buyer that no broker, finder, agent or similar intermediary (a "Broker") is entitled to receive any has acted on behalf of the Company, the Seller or the Guarantors in connection with this Agreement or the Contemplated Transactions, and that there are no brokerage or commissions, finder's fees or financial advisor's fee from similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Company Company, the Seller or the Guarantors, or any of action taken by the Subsidiaries in conjunction with Company, the transactions contemplated by this AgreementSeller or the Guarantors. The Sellers agreeSeller and the Guarantors, jointly and severally, agree to indemnify and hold harmless NFO, the Buyer, the Company and the Subsidiaries Buyer from any Claim or demand for commission or other compensation by any Broker claiming to have been employed by or on behalf of the Company, any of the Subsidiaries Seller or any of the SellersGuarantors, and to bear the cost of legal expenses incurred in defending against any such claim. Each of NFO and the The Buyer represents and warrants to the Sellers Seller and the Guarantors that no Broker other than Xxxxxxx Xxxxx & Company has acted on behalf of NFO or the Buyer in connection with this Agreement or the transactions contemplated herebyContemplated Transactions, and that, other than to Xxxxxxx Xxxxx & Company, that there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with NFO or the Buyer, or any action taken by NFO or the Buyer. Each of NFO and the The Buyer agrees to indemnify and hold harmless the Company, the Subsidiaries Seller and the Sellers Guarantors from any Claim or demand for commission or other compensation by any Broker (including, without limitation, Xxxxxxx Xxxxx & Company) claiming to have been employed by or on behalf of NFO or the Buyer, and to bear the cost of legal expenses incurred in defending against any such claim.
Appears in 1 contract
Indemnification of Brokerage. The Sellers, jointly Conseco represents and severally, represent and warrant warrants to NFO ExlService Holdings and the Buyer Outside Investors that no broker, finder, agent or similar intermediary (a "“Broker"”) is entitled to receive has acted on behalf of Exl, Exl (India) and/or Conseco in connection with this Agreement or the Contemplated Transactions, and that there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection therewith based on any brokerage agreement, arrangement or finder's or financial advisor's fee from the Company understanding with Exl, Exl (India) and/or Conseco, or any of the Subsidiaries in conjunction with the transactions contemplated action taken by this AgreementExl, Exl (India) and/or Conseco. The Sellers agree, jointly and severally, Conseco agrees to indemnify and hold harmless NFO, the Buyer, the Company ExlService Holdings and the Subsidiaries Outside Investors from any Claim or demand for commission or other compensation by any Broker claiming to have been employed by or on behalf of the CompanyExl, any of the Subsidiaries or any of the SellersExl (India) and/or Conseco, and to bear the cost of legal expenses incurred in defending against any such claim. Each of NFO ExlService Holdings and the Buyer represents Outside Investors represent and warrants warrant to the Sellers Conseco that no Broker other than Xxxxxxx Xxxxx & Company has acted on behalf of NFO or any of ExlService Holdings and the Buyer Outside Investors in connection with this Agreement or the transactions contemplated herebyContemplated Transactions, and that, other than to Xxxxxxx Xxxxx & Company, that there are no brokerage commissions, finders' ’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with NFO or any of ExlService Holdings and the BuyerOutside Investors, or any action taken by NFO or the Buyer. Each any of NFO ExlService Holdings and the Buyer agrees Outside Investors. ExlService Holdings and the Outside Investors agree to indemnify and hold harmless the Company, the Subsidiaries and the Sellers Conseco from any Claim or demand for commission or other compensation by any Broker (including, without limitation, Xxxxxxx Xxxxx & Company) claiming to have been employed by or on behalf of NFO or ExlService Holdings and/or the BuyerOutside Investors, and to bear the cost of legal expenses incurred in defending against any such claim.
Appears in 1 contract
Samples: Stock Purchase Agreement (ExlService Holdings, Inc.)
Indemnification of Brokerage. The Sellers, jointly Purchaser represents and severally, represent and warrant warrants to NFO and the Buyer Seller that no broker, finder, agent or similar intermediary (a "Broker") is entitled to receive any brokerage or finder's or financial advisor's fee from the Company or any of the Subsidiaries in conjunction with the transactions contemplated by this Agreement. The Sellers agree, jointly and severally, to indemnify and hold harmless NFO, the Buyer, the Company and the Subsidiaries from any Claim or demand for commission or other compensation by any Broker claiming to have been employed by or on behalf of the Company, any of the Subsidiaries or any of the Sellers, and to bear the cost of legal expenses incurred in defending against any such claim. Each of NFO and the Buyer represents and warrants to the Sellers that no Broker other than Xxxxxxx Xxxxx & Company has acted on its behalf of NFO or the Buyer in connection with this Agreement or the transactions contemplated hereby, and that, other than to Xxxxxxx Xxxxx & Company, there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with NFO the Purchaser or any action taken by the Purchaser. The Seller represents and warrants to the Purchaser that, except for Brookwood Associates, Inc. which the Seller agrees to pay, no broker, finder, agent or similar intermediary has acted on behalf of the Seller in connection with this Agreement or the Buyertransactions contemplated hereby, and that there are no brokerage commissions, finders' fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Seller, or any action taken by NFO or the BuyerSeller. Each of NFO the Purchaser, on the one hand, and the Buyer Seller on the other, agrees to indemnify and hold save the other harmless the Company, the Subsidiaries and the Sellers from any Claim claim or demand for commission commissions or other compensation by any Broker (includingbroker, without limitationfinder, Xxxxxxx Xxxxx & Company) agent or similar intermediary claiming to have been employed by or on behalf of NFO the Purchaser, on the one hand, or the BuyerSeller, on the other, and to bear the cost of legal expenses incurred in defending against any such claim.
Appears in 1 contract