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).
Appears in 5 contracts
Samples: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Coherent Inc)
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)(i5.16(a)(i) and/or Section 5.15or otherwise in connection with the Debt Financing.
(ii) Parent shall indemnify and hold harmless the Company, its Subsidiaries and each of their respective directors, officers, employees, agents and other Representativesrepresentatives, 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 5.16(a)(i)and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries).
Appears in 2 contracts
Samples: Merger Agreement (Maxlinear Inc), Merger Agreement (Maxlinear Inc)
Company Reimbursement and Indemnification. (i) Upon request by the Company, Parent shall promptly (and in any event within ten (10) calendar days following invoice) reimburse the Company and the Company Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including reasonable accounting and documented legal fees and expenses) incurred by the Company or and/or any of its the Company Subsidiaries in connection with providing the support and cooperation contemplated by Section 5.17(b)(i) and/or Section 5.15.
(ii) 6.03(f). Parent shall indemnify and hold harmless the CompanyCompany and the Company Subsidiaries, 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)(i6.03(f) and/or Section 5.15 and any information utilized in connection therewith (other than information provided by the Company or any of its the Company Subsidiaries), except for any of the foregoing to the extent the same is solely the result of fraud or willful misconduct.
Appears in 1 contract
Samples: Merger Agreement (Amber Road, Inc.)