Common use of General Cross Indemnification Clause in Contracts

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) 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 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 Closing Subsidiaries or any Person acting on behalf of St. Xxxx or any such Post-closing 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 Closing Subsidiaries for such differential, in such amounts as agreed to by the parties after negotiating in good faith.

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 Closing Subsidiaries and their respective officers, directors, employees, representatives and agents ("COMPANY INDEMNITEESCompany 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 Closing Subsidiaries or any Person acting on behalf of St. Xxxx or any such Post-closing 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 Closing Subsidiaries for such differential, in such amounts as agreed to by the parties after negotiating in good faith.