Representations and Warranties Regarding Brokers and Others. The Company and the Investors each represent and warrant to the other of them that nobody acted as a broker, a finder or in any similar capacity in connection with the transactions that are the subject of this Agreement, except that Sandler X’Xxxxx & Partners, L.P. acted as financial adviser to the Company (there may be a finder with regard to sales of Common Stock to some Other Investors, who will be entitled to a fee from the Company equal to 1% of the purchase price paid by those Other Investors). The Company will pay all the fees and other charges of Sandler X’Xxxxx & Partners, L.P. The Company indemnifies the Investors and agrees to hold each of them harmless from, and the Investors jointly and severally indemnify the Company, against and agree to hold the Company 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 indemnifying party or its subsidiaries in connection with the transactions which are the subject of this Agreement.
Representations and Warranties Regarding Brokers and Others. The Company and Acquisition each represents and warrants to the other of them that nobody acted as a broker, a finder or in any similar capacity in connection with the transactions which are the subject of this Agreement, except that Lehmxx Xxxthers, Inc. acted as financial advisor to the Company and Sandxxx Xxxrxx Xxxxx & Xo. has assisted the Three Cities Funds in connection with the purchases of Common Stock from the Funds. The Company will pay all fees of Lehmxx Xxxthers, Inc. (which will not exceed $900,000) and reimbursement of Lehmxx Xxxthers, Inc. for out-of-pocket expenses (which will not exceed $25,000) and the Three Cities Funds will pay all fees of Sandxxx Xxxrxx Xxxxx & Xo. The Company and Acquisition each indemnifies the other of them against, and agrees to hold the other 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 indemnifying party in connection with the transactions which are the subject of this Agreement.
Representations and Warranties Regarding Brokers and Others. The Company and Acquisition each represents and warrants to the other of them that, except as shown on Exhibit 8.1, nobody acted as a broker, a finder or in any similar capacity in connection with the transactions which are the subject of this Agreement. The Company and Acquisition each indemnifies the other of them against, and agrees to hold the other 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 indemnifying party in connection with the transactions which are the subject of this Agreement.
Representations and Warranties Regarding Brokers and Others. The Company and Parent each represents and warrants to the other of them that no person acted as a broker, a finder or in any similar capacity in connection with the transactions which are the subject of this Agreement, except that Xxxxxxx, Xxxxx & Co. Incorporated acted as a financial advisor to Parent and Xxxxxx Xxxxxxx Xxxx Xxxxxx acted as a financial advisor to the Company. Parent will pay all the fees and other charges of Xxxxxxx, Sachs & Co. Incorporated and the Company will pay all the fees and other charges of Xxxxxx Xxxxxxx Xxxx Xxxxxx. The Company indemnifies Parent and 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 Parent or Sub in connection with the transactions which are the subject of this Agreement.
Representations and Warranties Regarding Brokers and Others. The Buyer and the Company each represents and warrants to the other of them that except as shown on Exhibit 10.1(1) as to the Company or Exhibit 10.1(2) as to the Buyer, nobody acted as a broker, a finder or in any similar capacity on its behalf in connection with the transactions which are the subject of this Agreement. The Company will pay the fees of anybody named on Exhibit 10.1(1) and the Buyer will pay the fees of anybody named on Exhibit 10.1(2) The Buyer and the Company each indemnifies the other of them against, and agrees to hold the other 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 indemnifying party in connection with the transactions which are the subject of this Agreement.
Representations and Warranties Regarding Brokers and Others. The Company and Acquisition each represents and warrants to the other of them that nobody acted as a broker, a finder or in any similar capacity in connection with the transactions that are the subject of this Agreement, except that Lazard acted as a financial adviser to the Special Committee and Bank of America Xxxxxxx Xxxxx acted as a financial adviser to Parent and Acquisition. The Company will pay all the fees and other charges of Lazard, and Parent or Acquisition will pay all the fees and other charges of Bank of America Xxxxxxx Xxxxx.
Representations and Warranties Regarding Brokers and Others. The Company and Acquisition each represents and warrants that nobody acted as a broker, a finder or in any similar capacity in connection with the Transactions or the other transactions contemplated by this Agreement, except that JMP acted as a financial advisor to the Special Committee and Lazard Frères and Co. LLC (“Lazard”) acted as a financial advisor to Parent and Acquisition. The Company will pay all the fees and other charges of JMP, and Parent or Acquisition will pay all the fees and other charges of Lazard.
Representations and Warranties Regarding Brokers and Others. The Company and Pulte each represents and warrants to the other that nobody acted as a broker, a finder or in
Representations and Warranties Regarding Brokers and Others. The Company and Family Bargain jointly and severally represent to each of the Noteholders, and each Noteholder represents to the Company and Family Bargain,as to that Noteholder but not as to any other Noteholder, that nobody acted as a broker, a finder or in any similar capacity on its behalf in connection with the transactions which are the subject of this Agreement. The Company and Family Bargain jointly and severally indemnify each of the Noteholders against and agree to hold each of the Noteholders harmless from, and each of the Noteholders indemnifies each of the Company and Family Bargain against and agrees to hold each of the Company and Family Bargain 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 indemnifying party in connection with the transactions which are the subject of this Agreement.
Representations and Warranties Regarding Brokers and Others. CVGI and the Company each represents and warrants to the other of them that no person or entity acted as a broker, a finder or in any similar capacity on its behalf in connection with the transactions that are the subject of this Agreement, except that DKW acted as financial adviser to the Special Committee (and may act as financial adviser to the Company’s Board of Directors). The Company will pay the fees of DKW, which fees will not exceed $925,000, plus DKW’s expenses, all in accordance with the terms of an engagement letter dated October 6, 2001, between the Company and DKW. CVGI and the Company each indemnifies the other of them against, and agrees to hold the other 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 indemnifying party in connection with the transactions that are the subject of this Agreement. ARTICLE XI
