No Brokers, Finders. Seller has not engaged, nor is obligated for the payment of any commission, fee or expense of, any broker or finder in connection with the origin, negotiation or execution of this Agreement or any of the transactions contemplated hereby. In no event will Buyer be responsible for any commission, fee or expense relating to any broker or finder engaged by Seller or to which Seller is obligated.
No Brokers, Finders. Purchaser represents that no person, firm or corporation has or will have, as a result of any act or omission by Purchaser, any right, interest or valid claim against Matritech for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement.
No Brokers, Finders. OR INSIDER FEES. No Person has, or immediately following the consummation of the transactions contemplated hereby will have, as a result of any act or omission of the Shareholders or the Companies, any right, interest, or valid claim against the Companies or the Buyer for any commission, fee or other compensation as a finder or broker in connection with the transactions contemplated by the Agreement, nor are there any fees or any payments or promises of payment, however characterized, which have been paid or which are or may become payable in connection with the transactions contemplated hereby to the Companies or any director, officer or employee of the Companies, or any Affiliate of any of the foregoing.
No Brokers, Finders. Other than Ladenburg Xxxxxxxx & Co. Inc., no agent, broker, Person or firm acting on behalf of such Purchaser is, or shall be, entitled to any broker’s fees, finder’s fees or commissions from such Purchaser or any of the other parties hereto in connection with this Agreement or any of the transactions contemplated hereby.
No Brokers, Finders. 29 7.2 Expenses ................................................................................. 30 7.3 Complete Agreement; Waiver and Modification; No Third Party Beneficiaries .................................................... 30 7.4 Notices .................................................................................. 30 7.5 Law Governing ............................................................................ 31 7.6 Headings; References; "Hereof;" Interpretation ........................................... 31 7.7 Successors and Assigns ................................................................... 32 7.8 Counterparts, Separate Signature Pages ................................................... 32 7.9 Severability ............................................................................. 32 SECTION 8--GLOSSARY ........................................................................................ 32 SIGNATURES ................................................................................................. 37 Exhibits Exhibit A--Plan of Merger Exhibit B--Opinion of Company's Counsel Schedules AGREEMENT OF MERGER This AGREEMENT OF MERGER dated December 31, 1999 is entered into by CENEX HARVEST STATES COOPERATIVES, a Minnesota corporation (the "Buyer"), SF ACQUISITION CORP., a Minnesota corporation and wholly owned subsidiary of the Buyer ("Buyer Subsidiary"), and SPARTA FOODS, INC., a Minnesota corporation (the "Company"). Capitalized terms used herein have the meanings stated in Section 8. The Buyer and the Company desire that the Buyer acquire the Company through a merger of Buyer Subsidiary with and into the Company (the "Merger"), and the Company desires to consummate the Merger, under the terms of this Agreement.
No Brokers, Finders. OR INSIDER FEES No person has, or immediately following execution of this Agreement or consummation of the transactions contemplated hereby will have, as a result of any act or omission of BRL or the Shareholders, any right, interest, or valid claim against BRL, Parent or Sub for any commission, fee or other compensation as a finder or broker in connection with this Agreement or the transactions contemplated hereby, nor are there any fees or any payments or promises of payment, however characterized, other than as contemplated by this Agreement, which have been paid or which are or may become payable in connection with the transactions contemplated hereby to BRL the Shareholders or any director, officer or employee of BRL, or any Affiliate of any of the foregoing.
No Brokers, Finders. 28 7.2 Expenses...................................................28 7.3 Complete Agreement; Waiver and Modification; No Third Party Beneficiaries............................29 7.4 Notices....................................................29 7.5 Law Governing..............................................30 7.6
No Brokers, Finders. Each party warrants that it has dealt with no broker or finder in connection with any transaction contemplated by this Agreement, and no broker or other person is entitled to any commission or finder's fee in connection with any of these transactions.
No Brokers, Finders. Matritech represents that no person, firm or corporation has or will have, as a result of any act or omission by Matritech, any right, interest or valid claim against Purchaser for any commission, fee or other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement.
No Brokers, Finders. 29 (a) Company................................................................ 29 (b) Buyer.................................................................. 30 7.2 Expenses..................................................................... 30
