Common use of Agreements to Indemnify Clause in Contracts

Agreements to Indemnify. 17.6.1 In the event Closing occurs, the entities constituting Contributor, jointly and severally, hereby agree to indemnify and hold harmless Investor, its officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (the “Investor Indemnified Parties”), from and against all Liability, damage, deficiency, loss, costs, claims, encumbrances or expense, including interest or reasonable attorneys’ fees and disbursements (collectively, “Damages”) incurred by any of them arising prior to the first anniversary of the Closing Date (or 90 days after the expiration of the applicable statute of limitations with respect to a breach of the representation and warranty made by Contributor in Section 8.14) and that arise out of or as a result of (i) any breach of the representations and warranties made by Contributor in Article 8 hereof, (ii) any breach of any other representation or warranty made by Contributor herein or (iii) any breach or nonperformance of any covenant or agreement made by Contributor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.2 In the event Closing occurs, Investor hereby agrees to indemnify and hold harmless Contributor, its respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (the “Contributor Indemnified Parties”) from and against all Damages incurred by any of them and which arise prior to the first anniversary of the Closing Date and that arise out of or as a result of (i) any breach of the representations and warranties of Investor in Article hereof, (ii) any breach of any other representation or warranty made by Investor herein or (iii) any breach or nonperformance of any covenant or agreement made by Investor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.3 If any Person benefited by Section 17.6 (an “Indemnified Person”) is threatened with any claim, or any claim is presented to or made to an Indemnified Person, or any action is commenced against an Indemnified Person, that may give rise to a right to indemnification hereunder, such Indemnified Person shall, with reasonable promptness, give written notice of such claim to the Person obligated to provide indemnification with respect thereto pursuant to Section 17.6 (the “Indemnifying Person”) and, without prejudice to the Indemnified Person’s right of indemnification under this Section 17.6 shall, before taking any action with respect to the subject claim, make itself available to meet with the Indemnifying Person and, along with the Indemnifying Person, attempt to resolve and/or settle the subject claim. 17.6.4 The Indemnifying Person may elect before the earlier of the 30th day after receipt of such notice or the fifth day before the return date required by any claim, citation or other statute, to contest and defend against such claim at the Indemnifying Person’s expense, and shall give written notice to the Indemnified Person of the commencement of such contest or defense with reasonable promptness after the giving of the written notice of such claim by the Indemnified Person. The Indemnified Person shall be entitled to participate with the Indemnifying Person in such event, but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent of the Indemnifying Person if the Indemnifying Person shall have assumed the defense of, or otherwise be contesting, such claim (provided that such written consent shall not be unreasonably withheld). If the Indemnifying Person shall have assumed the defense of any claim, and has employed counsel with respect thereto, the Indemnified Person shall also be entitled to employ counsel at its own cost and expense. 17.6.5 If the Indemnifying Person does not elect to contest or defend the claim as provided in this Section 17.6, the Indemnified Person, shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights under this Agreement. If the Indemnifying Person shall assume the defense, the parties hereto shall cooperate in the defense of such action and the records of each shall be available to the other and to the Indemnified Person with respect to such defense.

Agreements to Indemnify. 17.6.1 In (a) Subject to the event Closing occursterms and conditions of this Article VIII, the entities constituting ContributorSeller covenants and agrees to indemnify, jointly and severally, hereby agree to indemnify defend and hold harmless InvestorAcquisition Sub, its officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (Cyber Digital and their respective officersAffiliates (including any officer, directorsdirector, employeesstockholder, memberspartner, representativesmember, agentsemployee, shareholders, partners and affiliatesagent or representative of any thereof) (the “Investor Indemnified Parties”), a "Purchaser Affiliate") from and against all Liabilityassessments, damage, deficiency, loss, costs, claims, encumbrances or expense, including interest or reasonable attorneys’ fees losses, (a) Seller further covenants and disbursements (collectively, “Damages”) incurred by any of them arising prior to the first anniversary of the Closing Date (or 90 days after the expiration of the applicable statute of limitations with respect to a breach of the representation and warranty made by Contributor in Section 8.14) and that arise out of or as a result of (i) any breach of the representations and warranties made by Contributor in Article 8 hereof, (ii) any breach of any other representation or warranty made by Contributor herein or (iii) any breach or nonperformance of any covenant or agreement made by Contributor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.2 In the event Closing occurs, Investor hereby agrees to indemnify indemnify, defend and hold harmless Contributorany Purchaser Affiliate and the Company from and against all Taxes for which Seller is responsible under Section 4.02(c) hereof to the extent that such Taxes exceed the reserve established therefor. (b) Each of Acquisition Sub, Cyber Digital and, from and after the Closing, the Company, covenants and agrees to indemnify, defend and hold harmless Seller and its respective officersAffiliates (including any successor or assign, directorsofficer, employeesdirector, membersstockholder, representativespartner, agentsmember, shareholdersemployee, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliatesagent or representative thereof) (the “Contributor Indemnified Parties”"Seller Affiliates") from and against all Damages imposed upon or incurred by any of them and which arise prior to the first anniversary of the Closing Date and that arise such Indemnified Party arising out of or as a result of (i) any breach of the representations and warranties of Investor in Article hereof, (ii) connection with or resulting from any breach of any other representation or warranty made by Investor herein of, or (iii) any breach or nonperformance non-fulfillment of any covenant or agreement of, Acquisition Sub or Cyber Digital contained in or made by Investor herein, unless, in the case of pursuant to this Agreement or any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach certificate or nonperformance in advance of the Closing Dateother instrument furnished or to be furnished to Seller hereunder or thereunder. 17.6.3 If any Person benefited by Section 17.6 (c) The Indemnitor shall reimburse the Indemnified Party promptly after delivery of an “Indemnification Notice certifying that the Indemnified Person”) is threatened Party has incurred Damages after compliance with any claimthe terms of this Article VIII, or any claim is presented to or made to an Indemnified Personprovided, or any action is commenced against an Indemnified Personhowever, that may give rise to a right to indemnification hereunder, such Indemnified Person shall, with reasonable promptness, give written notice of such claim to the Person obligated to provide indemnification with respect thereto pursuant to Section 17.6 (the “Indemnifying Person”) and, without prejudice to the Indemnified Person’s right of indemnification under this Section 17.6 shall, before taking any action with respect to the subject claim, make itself available to meet with the Indemnifying Person and, along with the Indemnifying Person, attempt to resolve and/or settle the subject claim. 17.6.4 The Indemnifying Person may elect before the earlier of the 30th day after receipt of such notice or the fifth day before the return date required by any claim, citation or other statute, to contest and defend against such claim at the Indemnifying Person’s expense, and shall give written notice to the Indemnified Person of the commencement of such contest or defense with reasonable promptness after the giving of the written notice of such claim by the Indemnified Person. The Indemnified Person shall be entitled to participate with the Indemnifying Person in such event, but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent of the Indemnifying Person if the Indemnifying Person shall have assumed the defense of, or otherwise be contesting, such claim (provided that such written consent shall not be unreasonably withheld). If the Indemnifying Person shall have assumed the defense of any claim, and has employed counsel with respect thereto, the Indemnified Person shall also be entitled to employ counsel at its own cost and expense. 17.6.5 If the Indemnifying Person does not elect to contest or defend the claim as provided in this Section 17.6, the Indemnified Person, Indemnitor shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim contest any such Damages in its sole discretion and pursue its rights under this Agreement. If the Indemnifying Person shall assume the defense, the parties hereto shall cooperate in the defense of such action and the records of each shall be available to the other and to the Indemnified Person with respect to such defensegood faith.

Agreements to Indemnify. 17.6.1 In Subject to the event Closing occursterms and conditions of this Article VII, each of the entities constituting ContributorSeller Parties, jointly and severally, hereby agree covenants and agrees to indemnify indemnify, defend and hold harmless Investorthe Purchaser and its Affiliates (including any officer, its officersdirector, directorsshareholder, employeespartner, membersmember, representativesemployee, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliatesagent or Representative of any thereof) (each, a “Purchaser Indemnified Party” and collectively, the “Investor Purchaser Indemnified Parties”), ) from and against all Liabilityassessments, damagelosses, deficiencydamages, lossliabilities, costscosts and expenses, claimsincluding, encumbrances or expensebut not limited to, including interest or interest, penalties, and reasonable attorneys’ fees and disbursements expenses of legal counsel (collectively, “Damages”) ), to the extent incurred by any of them arising prior to the first anniversary of the Closing Date (or 90 days after the expiration of the applicable statute of limitations with respect to a breach of the representation and warranty made by Contributor in Section 8.14) and that arise out of or Purchaser Indemnified Party as a result of (i) any breach of the representations and warranties made by Contributor in Article 8 hereof, (ii) or relating to: any breach of any other representation or warranty made by Contributor herein of the Seller contained in Article V of this Agreement or (iii) in any Related Document to which the Seller is a party; any breach or nonperformance nonfulfillment of any covenant or agreement of the Seller contained in this Agreement or in any Related Document to which the Seller is a party; the Excluded Liabilities; or any and all claims made by Contributor herein, unless, in creditors of the case Seller relating to the provisions of any “bulk sales” laws of any state or other jurisdiction that may be applicable to the foregoing items (i) through (iii)transactions contemplated hereby. Subject to the terms and conditions of this Article VII, the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.2 In the event Closing occurs, Investor hereby Purchaser covenants and agrees to indemnify indemnify, defend and hold harmless Contributorthe Seller and its Affiliates (including any successor or assigns, its respective officersofficer, directorsdirector, employeesshareholder, memberspartner, representativesmember, agentsemployee, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliatesagent or Representative thereof) (each, a “Seller Indemnified Party” and collectively, the “Contributor Seller Indemnified Parties”) from and against all Damages to the extent incurred by any of them and which arise prior to the first anniversary of the Closing Date and that arise out of or a Seller Indemnified Party as a result of (i) any breach of the representations and warranties of Investor in Article hereof, (ii) or relating to: any breach of any other representation or warranty made by Investor herein of the Purchaser contained in Article VI of this Agreement or (iii) in any Related Document to which the Purchaser is a party; any breach or nonperformance nonfulfillment of any covenant or agreement made of the Purchaser contained in this Agreement or in any Related Document to which the Purchaser is a party; the Assumed Liabilities; or any breach or violation of the Maryland Security Guards Act (Title 19 of the Business Occupations and Professions Article of the Annotated Code of Maryland), or any related Federal statute or regulation, COMAR or other regulations promulgated by Investor herein, unless, in the case State of Maryland or regulation of any of the foregoing items local jurisdiction in which Seller's license to operate a Security Guard firm (i“Seller’s License”) through (iii)is utilized by Purchaser, the indemnified party had written notice of until such breach time as Purchaser obtains its own Security Guard license, whether on or nonperformance in advance of after the Closing Date. 17.6.3 If any Person benefited by Section 17.6 (an “Indemnified Person”) is threatened with any claim, at which time Purchaser hereby expressly agrees that it shall no longer use, or have any claim is presented to or made to an Indemnified Person, or any action is commenced against an Indemnified Person, that may give rise to a right to indemnification hereunder, such Indemnified Person shall, with reasonable promptness, give written notice of such claim to the Person obligated to provide indemnification rights with respect thereto pursuant to Section 17.6 (the “Indemnifying Person”) andto, without prejudice to the Indemnified PersonSeller’s right of indemnification under this Section 17.6 shall, before taking any action with respect to the subject claim, make itself available to meet with the Indemnifying Person and, along with the Indemnifying Person, attempt to resolve and/or settle the subject claimLicense. 17.6.4 The Indemnifying Person may elect before the earlier of the 30th day after receipt of such notice or the fifth day before the return date required by any claim, citation or other statute, to contest and defend against such claim at the Indemnifying Person’s expense, and shall give written notice to the Indemnified Person of the commencement of such contest or defense with reasonable promptness after the giving of the written notice of such claim by the Indemnified Person. The Indemnified Person shall be entitled to participate with the Indemnifying Person in such event, but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent of the Indemnifying Person if the Indemnifying Person shall have assumed the defense of, or otherwise be contesting, such claim (provided that such written consent shall not be unreasonably withheld). If the Indemnifying Person shall have assumed the defense of any claim, and has employed counsel with respect thereto, the Indemnified Person shall also be entitled to employ counsel at its own cost and expense. 17.6.5 If the Indemnifying Person does not elect to contest or defend the claim as provided in this Section 17.6, the Indemnified Person, shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights under this Agreement. If the Indemnifying Person shall assume the defense, the parties hereto shall cooperate in the defense of such action and the records of each shall be available to the other and to the Indemnified Person with respect to such defense.

Agreements to Indemnify. 17.6.1 In the event Closing occursAs used in this Agreement, "Indemnifiable Damages" means, without duplication, the entities constituting Contributoraggregate of all expenses, jointly losses, costs, deficiencies, liabilities and severallydamages (including reasonable counsel and paralegal fees and expenses) incurred or suffered by a party (or any other person covered by this Section 7.1), hereby agree on a pre-tax basis, to the extent resulting from (i) any breach by the other party of any representation or warranty made by such other party in this Agreement (a "Breach of Warranty Claim"); (ii) any violation by the other party of any covenant or agreement made by such other party in this Agreement (unless waived in writing by the party making the claim). 7.1.1 Subject to the limitations provided for herein, each of the Shareholders shall indemnify and hold harmless Investor, its officers, directors, employees, members, representatives, agents, shareholders, partners the Purchaser and affiliates (the Parent and their respective officers, directors, employees, members, representativesshareholders, agents, shareholders, partners successors and affiliates) assigns (the “Investor Indemnified "Purchaser Parties”)") harmless in respect of all Indemnifiable Damages suffered by the Purchaser Parties. 7.1.2 The Purchaser and the Parent shall indemnify the Shareholders and their agents, from heirs, successors and against all Liability, damage, deficiency, loss, costs, claims, encumbrances or expense, including interest or reasonable attorneys’ fees and disbursements assigns (collectively, “Damages”the "Shareholder Parties") incurred by any and hold each of them arising prior to harmless in respect of all Indemnifiable Damages suffered by the first anniversary of the Closing Date (or 90 days after the expiration of the applicable statute of limitations with respect to a breach of the representation and warranty made by Contributor in Section 8.14) and that arise out of or as a result of (i) any breach Shareholder Parties. 7.1.3 Each of the representations and warranties made by Contributor the parties in Article 8 hereofthis Agreement, (ii) shall survive for a period of 12 months after the Closing Date, notwithstanding any breach investigation at any time made by or on behalf of any other representation party, and upon the expiration of such 12-month period such representations and warranties shall expire. 7.1.4 The Purchaser and the Parent acknowledge and consent that after Closing their sole and exclusive remedy for Indemnifiable Damages, except in the case of fraud or warranty made by Contributor herein or (iii) any breach or nonperformance of with respect to any covenant or agreement made by Contributor hereinset forth in Section 3.6 and Section 3.7 above, unless, in shall be to proceed directly against the case of any of the foregoing items (i) through (iii)Withheld Shares. Furthermore, the indemnified party had written notice of such breach or nonperformance in advance of Purchaser and the Closing Date. 17.6.2 In the event Closing occurs, Investor hereby agrees Parent acknowledge that they shall have no recourse against any Shareholder for Indemnifiable Damages (except with respect to indemnify and hold harmless Contributor, its respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (the “Contributor Indemnified Parties”) from and against all Damages incurred by any of them and which arise prior to the first anniversary of the Closing Date and that arise out of or as a result of (i) any breach of the representations and warranties of Investor in Article hereof, (ii) any breach of any other representation or warranty made by Investor herein or (iii) any breach or nonperformance of any covenant or agreement made by Investor herein, unless, set forth in Section 3.6 and Section 3.7 above) once the case of any Parent has fully set off against or distributed all of the foregoing items (i) through (iii), Withheld Shares. 7.1.5 All Indemnifiable Damages which the indemnified party had written notice Purchaser or the Parent is entitled to recover shall be offset against the Withheld Shares of such breach or nonperformance in advance all of the Closing Date. 17.6.3 If Shareholders on a pro rata basis (except that, with respect to any Person benefited covenant or agreement performed or to be performed by Section 17.6 (an “Indemnified Person”) is threatened with any claim, the Company or any claim is presented to or made to an Indemnified Person, or any action is commenced against an Indemnified Person, that may give rise to a right to indemnification Shareholder as contemplated hereunder, such Indemnified Person shall, with reasonable promptness, give written notice of such claim to the Person obligated to provide indemnification with respect thereto pursuant to Section 17.6 (the “Indemnifying Person”) and, without prejudice to the Indemnified Person’s right of indemnification under this Section 17.6 shall, before taking any action with respect to the subject claim, make itself available to meet with the Indemnifying Person and, along with the Indemnifying Person, attempt to resolve and/or settle the subject claim. 17.6.4 The Indemnifying Person may elect before the earlier of the 30th day after receipt of such notice or the fifth day before the return date required by any claim, citation or other statute, to contest and defend against such claim at the Indemnifying Person’s expense, and shall give written notice to the Indemnified Person of the commencement of such contest or defense with reasonable promptness after the giving of the written notice of such claim by the Indemnified Person. The Indemnified Person shall be entitled to participate with the Indemnifying Person in such event, but offset shall not be entitled in any way to release, waive, settle, modify the exclusive remedy for Indemnifiable Damages which the Purchaser or pay such claim without the written consent of the Indemnifying Person if the Indemnifying Person shall have assumed the defense of, or otherwise be contesting, such claim (provided that such written consent shall not be unreasonably withheld). If the Indemnifying Person shall have assumed the defense of any claim, and has employed counsel with respect thereto, the Indemnified Person shall also be Parent is entitled to employ counsel at its own cost and expenserecover). 17.6.5 If the Indemnifying Person does not elect to contest or defend the claim as provided in this Section 17.6, the Indemnified Person, shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights under this Agreement. If the Indemnifying Person shall assume the defense, the parties hereto shall cooperate in the defense of such action and the records of each shall be available to the other and to the Indemnified Person with respect to such defense.

Agreements to Indemnify. 17.6.1 In Each Participant, to the event Closing occursmaximum extent permitted by Applicable Law, the entities constituting Contributorshall defend, jointly and severallyprotect, hereby agree to indemnify and hold the other Participants, their Affiliates and the officers, directors, employees and agents of each of them (collectively, "Indemnified Persons") harmless Investorfrom and against any and all Third Party Liability incurred by an Indemnified Person. The term "Third Party Liability" means any Losses of any Third Party asserted by such Third Party against an Indemnified Person resulting from, arising out of or in connection with (a) negligence or willful misconduct of the Indemnifying Participant, its partners, officers, directors, employees, members, representatives, or agents, shareholdersarising out of, partners in connection with, or resulting from this Agreement or the Project (unless such actions arise under a contract among one or more Participants and affiliates (the Project Operator or between the Project Operator and their respective officersa Third Party, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (in which case the “Investor Indemnified Parties”provisions of such contract shall be applicable), from and against all Liability, damage, deficiency, loss, costs, claims, encumbrances or expense, including interest or reasonable attorneys’ fees and disbursements (collectively, “Damages”b) incurred by any of them arising prior to the first anniversary Personal Taxes of the Closing Date Indemnifying Participant, (or 90 days after the expiration c) Liens in respect of an obligation of the applicable statute Indemnifying Participant that are placed on the Ownership Interest or other Property of limitations with respect to a breach of the representation and warranty made by Contributor in Section 8.14) and that arise out of or as a result of (i) any breach of the representations and warranties made by Contributor in Article 8 hereof, (ii) any breach of any other representation or warranty made by Contributor herein or (iii) any breach or nonperformance of any covenant or agreement made by Contributor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.2 In the event Closing occurs, Investor hereby agrees to indemnify and hold harmless Contributor, its respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates (and their respective officers, directors, employees, members, representatives, agents, shareholders, partners and affiliates) (the “Contributor Indemnified Parties”) from and against all Damages incurred by any of them and which arise prior to the first anniversary of the Closing Date and that arise out of or as a result of (i) any breach of the representations and warranties of Investor in Article hereof, (ii) any breach of any other representation or warranty made by Investor herein or (iii) any breach or nonperformance of any covenant or agreement made by Investor herein, unless, in the case of any of the foregoing items (i) through (iii), the indemnified party had written notice of such breach or nonperformance in advance of the Closing Date. 17.6.3 If any Person benefited by Section 17.6 (an “Indemnified Person”) is threatened with any claim, or any claim is presented to or made to an Indemnified Person, or any action is commenced against an Indemnified Person, that may give rise to a right to indemnification hereunder, such Indemnified Person shall, with reasonable promptness, give written notice of such claim to (d) the Person obligated to provide indemnification with respect thereto pursuant to Section 17.6 (the “Indemnifying Person”) and, without prejudice to the Indemnified Person’s right of indemnification under this Section 17.6 shall, before taking any action with respect to the subject claim, make itself available to meet with the Indemnifying Person and, along with the Indemnifying Person, attempt to resolve and/or settle the subject claim. 17.6.4 The Indemnifying Person may elect before the earlier of the 30th day after receipt of such notice or the fifth day before the return date required by any claim, citation or other statute, to contest and defend against such claim at the Indemnifying Person’s expense, and shall give written notice to the Indemnified Person of the commencement of such contest or defense with reasonable promptness after the giving of the written notice of such claim by the Indemnified Person. The Indemnified Person shall be entitled to participate with the Indemnifying Person in such event, but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent Participant Financings of the Indemnifying Person if Participant, (e) the sale or disposal by a Participant of such Participant's Capacity Share, Net Energy and Environmental Attributes to which it is entitled, or (f) breaches by the Indemnifying Person shall have assumed the defense of, or otherwise be contesting, such claim (provided that such written consent shall not be unreasonably withheld). If the Indemnifying Person shall have assumed the defense Participant of any claimof its representations, warranties, and has employed counsel with respect thereto, the Indemnified Person shall also be entitled to employ counsel at its own cost and expense. 17.6.5 If the Indemnifying Person does not elect to contest or defend the claim as provided in this Section 17.6, the Indemnified Person, shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights covenants under this Agreement; provided, however, that Third Party Liability does not include (x) the votes of a Participant or its Authorized Representative pursuant to this Agreement or (y) the actions of the Management Committee or the Project Operator. If the Indemnifying Person shall assume the defense, the parties hereto shall cooperate in the defense of such action and the records of each Any Third Party Liability indemnified against pursuant to this Section 10.1 hereunder shall be available net of any proceeds of insurance received under policies in effect pursuant to the other and to the Indemnified Person with respect to such defenseInsurance Plan.