Common use of Brokers' and Finders' Fees; Third Party Expenses Clause in Contracts

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Gartner Inc), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)

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Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Taleo Corp), Agreement and Plan of Reorganization (Polycom Inc), Stock Purchase Agreement (Digital Generation Systems Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the Company Seller has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby. Schedule 2.19 sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Probusiness Services Inc), Stock Acquisition Agreement (Probusiness Services Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby. Schedule 2.19 sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Quickturn Design Systems Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not ------------------------------------------------ incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.20 of the ------------ Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.21 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incurincur without the prior written consent of Parent, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby. Section 3.1(u) to the Disclosure Schedule sets forth the Company's current reasonable estimate of all third party expenses expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Medarex Inc), Agreement and Plan of Reorganization (Medarex Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 2.20 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.20 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 2.15 of the Purchaser Disclosure Schedule, the Company Purchaser has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the this Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Stockholder Support Agreement (Supergen Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Scheduleon Schedule 2.18, the Company has not incurred, nor will it incur, directly or indirectly, any liability Liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the this Agreement or any transaction contemplated herebyTransaction, nor will Parent or the Company Group incur, directly or indirectly, any such Liability based on arrangements made by or on behalf of the Company or the Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Revolution Lighting Technologies, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby. Copies of any agreement, written or oral, with respect to such fees has been provided or made available to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epicor Software Corp)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth ------------------------------------------------ provided in Section 2.21 2.21(e) of the Disclosure Schedule, the Company has not --------------- incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lantronix Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in on Section 2.21 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.21 of the Disclosure Schedule sets forth the principal terms and conditions of all agreements, written or oral, with respect to any such brokerage or finders’ fees or agents’ commissions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Polycom Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure ScheduleSchedule 2.19, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Stockholders Agreement (Genstar Therapeutics Corp)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth for payments to The Beacon Group for services rendered in Section 2.21 of connection with the Disclosure Scheduletransactions contemplated by this Agreement, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.20 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

Appears in 1 contract

Samples: Agreement and Plan (Lsi Logic Corp)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby. Company Schedule 2.20 sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure ScheduleSchedule and for the Broker's Fee, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents’ commissions, fees related to investment banking or similar advisory services ' commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby.. Section 2.21 of the Disclosure Schedule sets forth the principal terms and conditions of any agreement, written or oral, with respect to such fees. 2.22

Appears in 1 contract

Samples: Agreement and Plan (Cypress Semiconductor Corp /De/)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 2.19 of the Disclosure Schedule, neither the Company nor the Subsidiary has not incurred, nor will it they incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement, the Agreement Related Agreements or any transaction contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (MedQuist Holdings Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 1.21 of the Company Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with this Agreement, the Agreement other Transaction Agreements or any transaction contemplated herebythereby.

Appears in 1 contract

Samples: Stockholder Support Agreement (Supergen Inc)

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Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.23 of the Company Disclosure Schedule sets forth the Company’s current reasonable estimate of all Third Party Expenses expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement and Plan (Google Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 2.20 of the Company Disclosure Schedule, no broker, finder, agent or similar intermediary has acted on behalf of the Company in connection with this Agreement or the transactions contemplated hereby, and the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with this Agreement or the Registration Rights Agreement or any transaction contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (pSivida LTD)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with the this Agreement or any transaction contemplated hereby. Schedule 2.19 sets forth all Third Party Expenses to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 2.20 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Arrangement Agreement (Nuance Communications, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability Liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.21 of the Disclosure Schedule sets forth the principal terms and conditions of any Contract with respect to such fees.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 of the Disclosure Schedule, the The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby. Section 2.15 of the Disclosure Schedule sets forth Company’s current reasonable estimate of all third party expenses expected to be incurred by Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barracuda Networks Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except (a) Other than as set forth in Section 2.21 3.30(a) of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with the Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sybase Inc)

Brokers' and Finders' Fees; Third Party Expenses. Except with respect to Deutche Bank Securities, Xxxxx Xxxxxxx and KPMG LLP, as set forth in Section 2.21 2.19 of the Disclosure Company Schedule, the Company has and its subsidiaries have not incurred, nor will it they incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services commissions or any similar charges in connection with the this Agreement, any Ancillary Agreement or any transaction contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valueclick Inc/Ca)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 3.23 of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Omniture, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except (a) Other than as set forth in Section 2.21 2.23(a) of the Disclosure Schedule, the Company has not incurred, nor will it incur, directly or indirectly, incurred any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the this Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compuware Corp)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in Section 2.21 3.16 of the Seller Disclosure Schedule, the Company none of either Company, Seller, Parent or any of their respective Affiliates, stockholders, Employees or agents has not incurred, nor will it incur, directly Directly or indirectlyIndirectly, any liability Liability for brokerage brokerage, finders', or finders’ financial advisor's fees or agents’ commissions, ' commissions or investment bankers' fees related to investment banking or similar advisory services or any similar charges charges, fees or commissions in connection with the this Agreement or any transaction of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Mueller Water Products, Inc.)

Brokers' and Finders' Fees; Third Party Expenses. Except as set forth in on Section 2.21 3.21 of the Disclosure Schedule, the Company has Group Companies have not incurred, nor will it they incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Tremor International Ltd.)

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