Except for Rossoff & Company, LLC, whose fees and expenses will be paid by Seller and/or Parent, none of Parent, Seller, nor any of their respective directors, officers, employees, consultants or other agents or representatives, has retained any broker, finder or financial advisor, or incurred any Liability for any brokerage fee or commission, finder’s fee or financial advisory fee, in connection with the transactions contemplated hereby. In no event will Buyer nor any the Purchased Assets be subject to any Liability or Encumbrance relating to any brokerage fee or commission, finder’s fee or financial advisory fee incurred by or on behalf of Seller or Parent in connection with the transactions contemplated hereby.