Common use of Indemnification/Reimbursement of Expenses Clause in Contracts

Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, (i) indemnify, defend and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP and GEI and their respective affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to or arising out of the Services or any other advice or services contemplated by this Agreement or the engagement of LGP pursuant to, and the performance by LGP of the Services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Diamond Triumph Auto Glass Inc)

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Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, The Companies shall (i) indemnifyindemnify each Manager and each of their respective partners and members and their respective affiliates, defend investment managers, investment advisors and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP such Manager and GEI its partners and their respective its affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the Services services or any other advice or services contemplated by this Agreement or the engagement of LGP such Manager pursuant to, and the performance by LGP such Manager of the Services services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Claires Stores Inc)

Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, The Companies shall (i) indemnifyindemnify the Manager and its partners and members and any of its affiliates, defend investment managers, investment advisors and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP the Manager and GEI its partners and their respective its affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the Services or any other advice or services contemplated by this Management Agreement or the engagement of LGP the Manager pursuant to, and the performance by LGP the Manager of the Services contemplated by, this Management Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (General Nutrition Companies Inc)

Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, The Companies shall (i) indemnifyindemnify the Manager and each of its partners and members and their respective affiliates, defend investment managers, investment advisors and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP the Manager and GEI its partners and their respective its affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the Services services or any other advice or services contemplated by this Agreement or the engagement of LGP the Manager pursuant to, and or the performance by LGP the Manager of the Services services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Cke Restaurants Inc)

Indemnification/Reimbursement of Expenses. Each Company The Companies shall: (a) indemnify each Manager and each of their respective partners and members and their respective affiliates, jointly investment managers, investment advisors and severally, (i) indemnify, defend and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP and GEI the Managers and their respective partners and their affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the Services or any other advice or services contemplated by this Agreement or the engagement of LGP the Manager pursuant to, and the performance by LGP the Managers of the Services contemplated by, this Agreement, ; and (iib) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and party, whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (LNT Leasing II, LLC)

Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, The Companies shall (i) indemnifyindemnify the Manager and each of its partners and members and their respective affiliates, defend investment managers, investment advisors and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP the Manager and GEI its partners and their respective its affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the Services services or any other advice or services contemplated by this Agreement or the engagement of LGP the Manager pursuant to, and or the performance by LGP the Manager of the Services services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Aeroways, LLC)

Indemnification/Reimbursement of Expenses. Each The Company shall, jointly and severally, shall (i) indemnifyindemnify the Managers and their respective partners and members and any of their affiliates, defend investment managers, investment advisors and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP each of the Managers and GEI its respective partners and their respective affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to or arising out of the Services or any other advice or services contemplated by this Management Agreement or the engagement of LGP the Managers pursuant to, and the performance by LGP the Managers of the Services contemplated by, this Management Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any the Company and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Petco Animal Supplies Inc)

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Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, The Companies shall (i) indemnifyindemnify each Manager and each of their respective partners and members and their respective affiliates, defend investment managers, investment advisors and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP such Manager and GEI its partners and their respective its affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, directly or indirectly caused by, related to or arising out of the Services services or any other advice or services contemplated by this Agreement or the engagement of LGP such Manager pursuant to, and the performance by LGP such Manager of the Services services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Claires Stores Inc)

Indemnification/Reimbursement of Expenses. Each Company shall, jointly and severally, Management Subsidiary shall (i) indemnify, defend indemnify the Advisor and hold harmless LGP its partners and Green Equity Investors II, L.P. ("GEI"), members and any of their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP the Advisor and GEI its partners and members and any of their respective affiliates (each an “Indemnified Party” and collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to or arising out of the Services or any other advice or services contemplated by this Agreement or the engagement of LGP the Advisor pursuant to, and the performance by LGP the Advisor of the Services or any other advice or services contemplated by, by this Agreement, and (ii) promptly reimburse each Indemnified Party for all reasonable costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any the Company and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Prospect Medical Holdings Inc)

Indemnification/Reimbursement of Expenses. Each Company shallThe Companies, jointly and severally, hereby agree to (i) indemnifyindemnify each of the Advisors and their respective partners and members, defend and hold harmless LGP and Green Equity Investors II, L.P. ("GEI"), any of their respective affiliates, and the partners, directors, officers, employees, agents and controlling persons of LGP each of the Advisors and GEI their respective partners and members and any of their respective affiliates (collectively, the "Indemnified Parties"), to the fullest extent permitted by law, from and against any and all losses, claims, damages and liabilities, joint or several, to which any Indemnified Party may become subject, caused by, related to or arising out of the Services or any other advice or services contemplated by this Agreement or the engagement of LGP the Advisors pursuant to, and the performance by LGP the Advisors of the Services contemplated by, this Agreement, and (ii) promptly reimburse each Indemnified Party for all costs and expenses (including reasonable and documented attorneys' fees and expenses), as incurred, in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of any Company either of the Companies and whether or not resulting in any liability.

Appears in 1 contract

Samples: Management Services Agreement (Petco Holdings Inc)

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