Common use of Representations and Warranties Regarding Brokers and Others Clause in Contracts

Representations and Warranties Regarding Brokers and Others. The Company and Lennar each represents and warrants to the other of them that nobody acted as a broker, a 47 50 finder or in any similar capacity in connection with the transactions which are the subject of this Agreement, except that Deutsche Bank Securities Inc. acted as a financial adviser to Lennar and Acquisition and Warburg Dillon Read LLC acted as a financial advisor to the Company. Lennar will pay all the fees and other charges of Deutsche Bank Securities Inc. and the Company will pay all the fees and other charges of Warburg Dillon Read LLC. The Company indemnifies Lennar and Acquisition against, and agrees to hold each of them harmless from, all losses, liabilities and expenses (including, but not limited to, reasonable fees and expenses of counsel and costs of investigation) incurred because of any claim by anyone for compensation as a broker, a finder or in any similar capacity by reason of services allegedly rendered to the Company in connection with the transactions which are the subject of this Agreement. Lennar indemnifies the Company against, and agrees to hold it harmless from, all losses, liabilities and expenses (including, but not limited to, reasonable fees and expenses of counsel and costs of investigation) incurred because of any claim by anyone for compensation as a broker, a finder or any similar capacity by reason of services allegedly rendered to Lennar or Acquisition in connection with the transactions which are the subject of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Lennar Corp /New/), Plan and Agreement of Merger (U S Home Corp /De/)

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Representations and Warranties Regarding Brokers and Others. The Company and Lennar Parent each represents and warrants to the other of them that nobody no person acted as a broker, a 47 50 finder or in any similar capacity in connection with the transactions which are the subject of this Agreement, except that Deutsche Bank Securities Inc. Xxxxxxx, Xxxxx & Co. Incorporated acted as a financial adviser advisor to Lennar Parent and Acquisition and Warburg Dillon Read LLC Xxxxxx Xxxxxxx Xxxx Xxxxxx acted as a financial advisor to the Company. Lennar Parent will pay all the fees and other charges of Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Incorporated and the Company will pay all the fees and other charges of Warburg Dillon Read LLCXxxxxx Xxxxxxx Xxxx Xxxxxx. The Company indemnifies Lennar Parent and Acquisition Sub against, and agrees to hold each of them harmless from, all losses, liabilities and expenses (including reasonable fees and expenses of counsel and costs of investigation) incurred because of any claim by anyone for compensation as a broker, a finder or in any similar capacity by reason of services allegedly rendered to the Company in connection with the transactions which are the subject of this Agreement. Parent indemnifies the Company against, and agrees to hold it harmless from, all losses, liabilities and expenses (including, but not limited to, reasonable fees and expenses of counsel and costs of investigation) incurred because of any claim by anyone for compensation as a broker, a finder or in any similar capacity by reason of services allegedly rendered to the Company in connection with the transactions which are the subject of this Agreement. Lennar indemnifies the Company against, and agrees to hold it harmless from, all losses, liabilities and expenses (including, but not limited to, reasonable fees and expenses of counsel and costs of investigation) incurred because of any claim by anyone for compensation as a broker, a finder Parent or any similar capacity by reason of services allegedly rendered to Lennar or Acquisition Sub in connection with the transactions which are the subject of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Enhance Financial Services Group Inc), Merger Agreement (Radian Group Inc)

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