General Cross Indemnification. (a) Except as otherwise specifically set forth in any provision of this Agreement, including but not limited to Sections 8.01, 10.02 and 10.03, or of any Ancillary Agreement, St. Xxxx shall indemnify, defend and hold harmless the Company, its Post-closing Subsidiaries and their respective officers, directors, employees, representatives and agents ("COMPANY INDEMNITEES") from and against any and all Losses of such Company Indemnitee arising out of, by reason of or otherwise in connection with (i) the St. Xxxx Liabilities; or (ii) any breach by St. Xxxx, any of its Post-closing Subsidiaries or any Person acting on behalf of St. Xxxx or any such Post-closing Subsidiary of any of their representations or warranties in, or any covenant, commitment, obligation, agreement or undertaking to be performed or complied with by any of them under this Agreement or any Ancillary Agreement. For the avoidance of doubt indemnification under this Section 10.01(a) does not apply with respect to any Liabilities relating to the Employment Agreements or the Renewal Obligations; provided that with respect to renewals of contracts, if any, within the Transferred Lines to be renewed which had been previously written or renewed by St. Xxxx Re at above market rates with the implicit or explicit expectation or understanding between the parties that such above market rate during such period would be compensated by below market rates applicable to future renewals of the contract St. Xxxx shall indemnify the Company's affected Post-closing Subsidiaries for such differential, in such amounts as agreed to by the parties after negotiating in good faith.
General Cross Indemnification. (a) Travelport agrees to indemnify and hold harmless each member of the OWW Affiliated Group and each of the officers, directors, employees and agents of the OWW Affiliated Group against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Travelport or any member of the Travelport Affiliated Group of this Agreement or any Ancillary Agreement, (ii) the ownership or the operation of the Assets or properties (other than capital stock of any member of OWW Affiliated Group), and the operation or conduct of the business of, including contracts entered into by, the members of the Travelport Affiliated Group, whether before, on or after the date hereof, and (iii) the actions of any employee of any member of the OWW Affiliated Group whose salary and benefits Travelport is required to reimburse to such member of the OWW Affiliated Group pursuant Section 8.1.
General Cross Indemnification. (a) AMHC agrees to indemnify and hold harmless the Company and its Subsidiaries and each of the officers, directors, employees and agents of the Company and its Subsidiaries against any and all cost and expenses arising out of third party claims (including, without limitation, attorneys' fees, interest, penalties and cost of investigation or preparation of defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, "Losses"), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, "Actions"), based on, arising out of, pertaining to or in connection with (i) any breach by AMHC of this Agreement, any Designated Subsidiary Agreement or any other agreement between the Company and its subsidiaries and any member of the AmerUs Affiliated Group, (ii) the ownership or the operation of the assets or properties (other than capital stock of the Company) and the operation or conduct of the business, of the members of the AmerUs Affiliated Group, whether before, on or after the date hereof, (iii) any third party claims that AmerUs Group or another member of the AmerUs Affiliated Group, as the case may be, does not have the right to use or license the Marks in the United States in connection with the products and services within the Scope of the License and (iv) any untrue statement or alleged untrue statement of a material fact contained in any Filing of the Company or any Subsidiary of the Company, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with respect to financial information, if any, provided by any member of the AmerUs Affiliated Group in writing to the Company or any Subsidiary of the Company expressly for use in such Filing of the Company or Subsidiary of the Company.
General Cross Indemnification. (a) ING Group shall indemnify and hold harmless the Company and each of its Subsidiaries against any and all costs and expenses arising out of third party claims (including, without limitation, reasonable attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with any breach by ING Group or any of its Subsidiaries of this Agreement.
General Cross Indemnification. (a) Except as otherwise specifically set forth in any provision of this Agreement, or of any Ancillary Agreement, ACE shall indemnify, defend and hold harmless each member of the Company Group and their respective officers, directors, employees, representatives and agents (each a “Company Indemnified Party”) from and against any and all Losses of such Company Indemnified Party arising out of, by reason of or otherwise in connection with:
General Cross Indemnification. (a) Each member of the Lorillard Group, jointly and severally, shall indemnify and hold harmless each member of the Loews Group and each of its officers, directors, and employees against any and all Losses arising out of Actions, including, without limitation, Losses arising out of, resulting from or in connection with any Action, whether grounded in tort, contract, statute or otherwise, whether now pending or hereafter asserted, which may arise out of, pertain to or be in connection with any of the following, and whether occurring before, on or after the Effective Date:
General Cross Indemnification. (a) Cendant agrees to indemnify and hold harmless Xxxxxxx Xxxxxx and each of the officers, directors, employees and agents of Xxxxxxx Xxxxxx against any and all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Cendant of this Agreement or any other agreement between Cendant and Xxxxxxx Xxxxxx executed in connection with this Agreement and (ii) the operation or conduct of the business of Cendant, whether before, on or after the date hereof, other than the business of Xxxxxxx Xxxxxx, its Subsidiaries or its predecessors.
General Cross Indemnification. (a) Subject to Section 9.1 hereof and the terms of the Related Agreements, Liberty Mutual agrees to indemnify and hold harmless Agency Markets and its Subsidiaries and each of the officers, directors, employees and agents of Agency Markets and its Subsidiaries against any and all costs and expenses arising out of claims (including attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any third party claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Liberty Mutual of this Agreement, (ii) the ownership or the operation of the assets or properties of (other than capital stock of Agency Markets and its Subsidiaries), and the operation or conduct of the business of, the members of the Liberty Mutual Affiliated Group, whether before, on or after the Effective Date, in each case excluding the Agency Markets Business, or (iii) all of the liabilities to be borne by Liberty Mutual in accordance with the provisions of Sections 4.4 and 5.5 of this Agreement.
General Cross Indemnification. (a) Subject to the terms of the Related Agreements, Citigroup agrees to indemnify and hold harmless Primerica and its Subsidiaries and each of the officers, directors, employees and agents of Primerica and its Subsidiaries against any and all costs and expenses arising out of claims (including attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any third party claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Citigroup of this Agreement or any other agreement between Primerica and its Subsidiaries, on the one hand, and any member of the Citigroup Affiliated Group, on the other hand, (ii) the ownership or the operation of the assets or properties (other than capital stock of Primerica and its Subsidiaries), and the operation or conduct of the business of, including contracts entered into by, the members of the Citigroup Affiliated Group, whether before, on or after the date hereof (all determinations hereunder to be made after giving effect to the Reorganization), (iii) any claim that the Citi Marks licensed to and used by Primerica and the Designated Primerica Sublicensees within the scope of the Citi License infringe upon a third party’s intellectual property rights, (iv) any activity, action or inaction on the part of any member of the Citigroup Affiliated Group or any of their officers, directors, employees, Affiliates acting as such (other than Primerica or any of its Subsidiaries acting as such), fiduciaries or agents, other than any activity, action or inaction for which Primerica is obligated to indemnify and hold harmless the members of the Citigroup Affiliated Group and the officers, directors, employees and agents of the members of the Citigroup Affiliated Group pursuant to clause (iii) of Section 6.1(b), (v) Primerica’s use of the software set forth on Schedule 6.1(a) in Primerica’s business prior to the First Trigger Date, solely to the extent that such use (A) was made pursuant to an agreement entered into by a member of the Citigroup Affiliated Group, (B) required by any member of the Citigroup Affiliated Group...
General Cross Indemnification. 41 SECTION 9.02.
