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

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.