Common use of Brokerage Fees and Commissions Clause in Contracts

Brokerage Fees and Commissions. (a) Neither the Company nor any of its officers or directors has employed any investment banker, business consultant, financial advisor, broker or finder in connection with the Transactions, except for the Special Committee Financial Advisor, or obligated the Company to pay any investment banking, business consultancy, financial advisory, brokerage or finders' fees or commissions in connection with the Transactions, except for fees payable to the Special Committee Financial Advisor. The amount of such fees payable to the Special Committee Financial Advisor and the terms related thereto have been previously and accurately disclosed in writing to Newco and a correct and complete copy of the engagement letter between the Special Committee Financial Advisor and the Company with respect to the Transactions has been provided by the Company to Newco. (b) The Company and certain members of the Rollover Group named therein have entered into a Mutual Release and Settlement of Claims, dated as of November 15, 2000, with ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., a California corporation ("JH&Co."), ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "JH&C Group"), ------ ---------- Il Fornaio Acquisition Corp., a Delaware corporation ("IFAC"), and Newco (the ---- "Settlement Agreement"), a true and complete copy of which has been delivered to -------------------- Newco, whereby, among other things, the Company and the members of the Rollover Group named therein will pay to JH&C an amount not to exceed $611,627 (the "Settlement Fee") and JH&C will release the Company, IFAC, the members of the -------------- Rollover Group named therein and Newco, and their respective parents, subsidiaries and affiliates and all of such parties' directors, officers, agents and other related person from all liabilities, claims and obligations under each of (i) the Advisory Engagement Letter, dated as of August 8, 2000, between JH&Co and IFAC and (ii) the Project Engagement Letter, dated as of August 9, 2000, between JH&Co. and IFAC. There is no obligation or liability of the Company to JH&C except the obligation to pay the Settlement Fee, nor has the Company paid any other amount or consideration to JH&C prior to the date hereof, nor will the Company pay any amount or consideration to JH&C after the date hereof other than the Settlement Fee.

Brokerage Fees and Commissions. (a) Neither the Company nor any of its officers or directors has employed any investment banker, business consultant, financial advisor, broker or finder in connection with the Transactions, except for the Special Committee Financial Advisor, or obligated the Company to pay any investment banking, business consultancy, financial advisory, brokerage or finders' fees or commissions in connection with the Transactions, except for fees payable to the Special Committee Financial Advisor. The amount of such fees payable to the Special Committee Financial Advisor and the terms related thereto have been previously and accurately disclosed in writing to Newco and a correct and complete copy of the engagement letter between the Special Committee Financial Advisor and the Company with respect to the Transactions has been provided by the Company to Newco. (b) The Company and certain members of the Rollover Group named therein have entered into a Mutual Release and Settlement of Claims, dated as of November 15, 2000, with ▇▇▇▇Jess▇ ▇▇▇▇▇▇ & Co.▇o., a California corporation ("JH&Co."), ▇▇▇▇Will▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ John ▇. ▇▇▇▇▇▇ (collectively▇▇llectively, the "JH&C Group"), ------ ---------- Il Fornaio Acquisition Corp., a Delaware corporation ("IFAC"), and Newco (the ---- "Settlement Agreement"), a true and complete copy of which has been delivered to -------------------- Newco, whereby, among other things, the Company and the members of the Rollover Group named therein will pay to JH&C an amount not to exceed $611,627 (the "Settlement Fee") and JH&C will release the Company, IFAC, the members of the -------------- Rollover Group named therein and Newco, and their respective parents, subsidiaries and affiliates and all of such parties' directors, officers, agents and other related person from all liabilities, claims and obligations under each of (i) the Advisory Engagement Letter, dated as of August 8, 2000, between JH&Co and IFAC and (ii) the Project Engagement Letter, dated as of August 9, 2000, between JH&Co. and IFAC. There is no obligation or liability of the Company to JH&C except the obligation to pay the Settlement Fee, nor has the Company paid any other amount or consideration to JH&C prior to the date hereof, nor will the Company pay any amount or consideration to JH&C after the date hereof other than the Settlement Fee.affiliates

Brokerage Fees and Commissions. (a) Neither the Company nor any of its officers or directors has employed any investment banker, business consultant, financial advisor, broker or finder in connection with the Transactions, except for the Special Committee Financial Advisor, or obligated the Company to pay any investment banking, business consultancy, financial advisory, brokerage or finders' fees or commissions in connection with the Transactions, except for fees payable to the Special Committee Financial Advisor. The amount of such fees payable to the Special Committee Financial Advisor and the terms related thereto have been previously and accurately disclosed in writing to Newco and a correct and complete copy of the engagement letter between the Special Committee Financial Advisor and the Company with respect to the Transactions has been provided by the Company to Newco. (b) The Company and certain members of the Rollover Group named therein have entered into a Mutual Release and Settlement of Claims, dated as of November 15, 2000, with ▇▇▇▇Jess▇ ▇▇▇▇▇▇ & Co.▇o., a California corporation ("JH&Co."), ▇▇▇▇Will▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ John ▇. ▇▇▇▇▇▇ (collectively▇▇llectively, the "JH&C Group"), ------ ---------- Il Fornaio Acquisition Corp., a Delaware corporation ("IFAC"), and Newco (the ---- "Settlement Agreement"), a true and complete copy of which has been delivered to -------------------- Newco, whereby, among other things, the Company and the members of the Rollover Group named therein will pay to JH&C an amount not to exceed $611,627 (the "Settlement Fee") and JH&C will release the Company, IFAC, the members of the -------------- Rollover Group named therein and Newco, and their respective parents, subsidiaries and affiliates and all of such parties' directors, officers, agents and other related person from all liabilities, claims and obligations under each of (i) the Advisory Engagement Letter, dated as of August 8, 2000, between JH&Co and IFAC and (ii) the Project Engagement Letter, dated as of August 9, 2000, between JH&Co. and IFAC. There is no obligation or liability of the Company to JH&C except the obligation to pay the Settlement Fee, nor has the Company paid any other amount or consideration to JH&C prior to the date hereof, nor will the Company pay any amount or consideration to JH&C after the date hereof other than the Settlement Fee.

Brokerage Fees and Commissions. (a) Neither the Company nor any of its officers or directors has employed any investment banker, business consultant, financial advisor, broker or finder in connection with the Transactions, except for the Special Committee Financial Advisor, or obligated the Company to pay any investment banking, business consultancy, financial advisory, brokerage or finders' fees or commissions in connection with the Transactions, except for fees payable to the Special Committee Financial Advisor. The amount of such fees payable to the Special Committee Financial Advisor and the terms related thereto have been previously and accurately disclosed in writing to Newco and a correct and complete copy of the engagement letter between the Special Committee Financial Advisor and the Company with respect to the Transactions has been provided by the Company to Newco. (b) The Company and certain members of the Rollover Group named therein have entered into a Mutual Release and Settlement of Claims, dated as of November 15, 2000, with ▇▇▇▇Jess▇ ▇▇▇▇▇▇ & Co.▇o., a California corporation ("JH&Co."), ▇▇▇▇Will▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ John ▇. ▇▇▇▇▇▇ (collectively▇▇llectively, the "JH&C Group"), ------ ---------- Il Fornaio Acquisition Corp., a Delaware corporation ("IFAC"), and Newco (the ---- "Settlement Agreement"), a true and complete copy of which has been delivered to -------------------- Newco, whereby, among other things, the Company and the members of the Rollover Group named therein will pay to JH&C an amount not to exceed $611,627 (the "Settlement Fee") and JH&C will release the Company, IFAC, the members of the -------------- Rollover Group named therein and Newco, and their respective parents, subsidiaries and affiliates 16 and all of such parties' directors, officers, agents and other related person from all liabilities, claims and obligations under each of (i) the Advisory Engagement Letter, dated as of August 8, 2000, between JH&Co and IFAC and (ii) the Project Engagement Letter, dated as of August 9, 2000, between JH&Co. and IFAC. There is no obligation or liability of the Company to JH&C except the obligation to pay the Settlement Fee, nor has the Company paid any other amount or consideration to JH&C prior to the date hereof, nor will the Company pay any amount or consideration to JH&C after the date hereof other than the Settlement Fee.