Company Reimbursement and Indemnification. (i) Upon request by the Company, Parent shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expenses) incurred by the Company or any of its Subsidiaries in connection with providing the support and cooperation contemplated by Section 5.17(b)(i) and/or Section 5.15.
(ii) Parent shall indemnify and hold harmless the Company, its Subsidiaries and each of their respective directors, officers, employees, agents and other Representatives, from and against any and all losses, damages, claims, interest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and amounts paid in settlement suffered or incurred by any of them in connection with providing the support and cooperation contemplated by Section 5.17(b)(i) and/or Section 5.15 and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries).
Company Reimbursement and Indemnification. (i) Upon request by the Company, Parent shall promptly (and in any event within thirty (30) calendar days of invoice) reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including accounting and legal fees and expenses) incurred by the Company and/or any of the Company Subsidiaries in connection with providing the support and cooperation contemplated by Section 5.9(f).
(ii) Parent shall indemnify and hold harmless the Company and the Company Subsidiaries, and each of their respective directors, officers, employees, agents and other representatives, from and against any and all losses, damages, claims, interest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and amounts paid in settlement suffered or incurred by any of them in connection with providing the support and cooperation contemplated by Section 5.9(f) and any information utilized in connection therewith (other than information provided by the Company or any of the Company Subsidiaries).
Company Reimbursement and Indemnification. Upon request by the Company, Parent shall promptly (and in any event within thirty (30) calendar days of invoice) reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable out-of-pocket legal fees and expenses) (other than costs that Company and/or any of its Subsidiaries incur in the ordinary course of business (e.g., reports required to be filed with the SEC pursuant to the Exchange Act)) incurred by the Company and/or any of its Subsidiaries in connection with the cooperation contemplated by Section 7.3(e) and Section 7.3(g).
Company Reimbursement and Indemnification. (i) Upon request by the Company, Newco shall promptly (and in any event within thirty (30) calendar days of invoice) reimburse the Company and its Subsidiaries for all out-of-pocket costs and expenses (including legal fees and expenses) incurred by the Company and/or any of its Subsidiaries in connection with providing the support and cooperation contemplated by Section 7.3(f).
(ii) Newco shall indemnify and hold harmless the Company and its Subsidiaries, and each of their respective directors, officers, employees, agents and other representatives, from and against any and all losses, damages, claims, interest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and amounts paid in settlement suffered or incurred by any of them in connection with providing the support and cooperation contemplated by Section 7.3(f) and any information utilized in connection therewith (other than information provided by the Company or any of the Company’s Subsidiaries).
Company Reimbursement and Indemnification. (i) Whether or not the Closing occurs, upon request by the Company, Parent shall promptly reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including legal and accounting fees and expenses) incurred by the Company and/or any of the Company Subsidiaries in connection with providing the support and cooperation contemplated by Section 5.12(e).
(ii) Parent shall indemnify and hold harmless the Company and the Company Subsidiaries, and each of their respective directors, officers, employees, agents and other Representatives, from and against any and all losses, damages, claims, interest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and amounts (collectively, “Losses”) paid in settlement suffered or incurred by any of them in connection with the Debt Financing, including providing the support and cooperation contemplated by Section 5.12(e) and any information utilized in connection therewith, except to the extent resulting from, or by reason of information provided by or at the direction of the Company, any Company Subsidiary or their respective Representatives, or to the extent that such Losses and other costs, expenses, interest, awards, judgments and penalties, directly or indirectly, resulted from or arose out of the willful misconduct, bad faith or gross negligence of the Company, any of the Company Subsidiaries or their respective Representatives.
Company Reimbursement and Indemnification. Upon request by Monroe, Xxxxxxxxx shall promptly following the valid termination of this Agreement (and in any event within thirty (30) calendar days following the valid termination of this Agreement) reimburse Monroe and its subsidiaries for all reasonable out-of-pocket costs and expenses (including legal fees and expenses) incurred by Monroe and/or any of its subsidiaries in connection with providing the support and cooperation contemplated by
Company Reimbursement and Indemnification. (i) Upon request by the Company, Guarantor or Parent shall promptly (and in any event within thirty (30) calendar days of invoice) reimburse (or cause to be reimbursed) the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by the Company and/or any of its Subsidiaries or their respective Representatives in connection with providing the support and cooperation contemplated by Section 6.4(e).
(ii) Guarantor shall indemnify and hold harmless the Company and its Subsidiaries, and each of their respective directors, officers, employees and other Representatives, from and against any and all losses, damages, claims, interest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and amounts paid in settlement suffered or incurred by any of them in connection with the Debt Financing, including providing the support and cooperation contemplated by Section 6.4(e) and any information utilized in connection therewith; provided, that, the Parent shall not be obligated to provide such indemnity to the extent arising from information furnished in writing by or on behalf of the Company or any of its Subsidiaries or with respect to any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, penalties or amounts arising from or related to any breach of any representation made by the Company hereunder or in the case of fraud.
Company Reimbursement and Indemnification. Upon request by the Company, Parent shall promptly (and in any event within thirty (30) calendar days following invoice) reimburse the Company and the Company Subsidiaries for all out-of-pocket costs and expenses (including accounting and legal fees and expenses) incurred by the Company and/or any of the Company Subsidiaries in connection with providing the support and cooperation contemplated by Section 5.8(f).
Company Reimbursement and Indemnification. (i) Upon request by the Company, Parent shall promptly (and in any event within thirty (30) calendar days of invoice) reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expenses) incurred by the Company or any of its Subsidiaries in connection with this Section 6.17 including (a) all costs and expenses relating to the preparation, printing, filing, mailing and publishing of any Notes Tender Offer Documents, (b) all fees and expenses of any tender agent, (c) all advertising charges in connection with a Notes Tender Offer, including those of any public relations firm or other person or entity rendering services in connection therewith, (d) all fees, if any, payable any to dealers (including any dealer managers), banks and trust companies as reimbursement for their customary mailing and handling expenses incurred in forwarding the Notes Tender Offer Documents to their clients and customers and (e) all other fees and expenses incurred by the Company in connection with a Notes Tender Offer or otherwise in connection with the performance of its services hereunder (including fees and disbursements of its legal counsel.
Company Reimbursement and Indemnification. (A) All such cooperation or assistance by the Company or any Seller contemplated by Section 5.15(d) and Section 5.16(d) hereof shall be at the Buyer's sole cost and expense. Upon request by the Company, the Buyer shall promptly reimburse the Company and any other Seller for any costs and expenses (including legal fees and expenses) incurred by the Company or any other Seller in connection with providing the support and cooperation contemplated by Section 5.15(d) or Section 5.16(d).
(B) The Buyer shall indemnify and hold harmless each Seller, and each of their respective directors, officers, employees, agents and other representatives, from and against any and all losses, damages, claims, interest, costs or expenses (including legal fees and expenses), awards, judgments, penalties and amounts paid in settlement suffered or incurred by any of them in connection with providing the support and cooperation contemplated by Section 5.15(d) or Section 5.16(d) and any information utilized in connection therewith ((x) other than information provided by any Seller and (y) other than to the extent arising from the willful misconduct, gross negligence, fraud or intentional misrepresentation of such Seller).
