Common use of General Cross Indemnification Clause in Contracts

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) AMHC Citigroup agrees to indemnify and hold harmless the Company TPC and its Subsidiaries and each of the officers, directors, employees and agents of the Company TPC and its Subsidiaries against any and all cost costs and expenses arising out of third party claims (including, without limitation, attorneys' fees, interest, penalties and cost costs of investigation or preparation of 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 AMHC Citigroup of this Agreement, any Designated Subsidiary Agreement or any other agreement between the Company TPC and its subsidiaries Subsidiaries on the one hand and any member of the AmerUs Citigroup Affiliated GroupGroup on the other hand, (ii) the ownership or the operation of the assets or properties (other than capital stock of the Company) TPC and its subsidiaries), and the operation or conduct of the businessbusiness of, of including contracts entered into by, the members of the AmerUs Citigroup Affiliated Group, whether before, on or after the date hereofhereof (all determinations hereunder to be made after giving effect to the Reorganization), (iii) any claim that the Citi Marks licensed to and used by TPC and the Designated TPC Sublicensees within the scope of the Citi License infringe upon a third party claims that AmerUs Group party's intellectual property rights, (iv) any use of the TPC Marks by TIC or another any member of the AmerUs Citigroup Affiliated Group, as the case may be, does not have the right to use or license the Marks Group that is in the United States in connection with the products and services within the Scope breach of the TPC License and (ivv) any untrue statement or alleged untrue statement of a material fact contained in any Filing of the Company TPC or any Subsidiary of the CompanyTPC, 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 Citigroup Inc. in writing to the Company TPC or any Subsidiary of the Company its Subsidiaries expressly for use in such Filing of TPC; provided, that this clause (v) shall apply only to Citigroup Agency Information (as defined in Section 8.2(a) below) and only to the Company or Subsidiary extent that any member of the CompanyCitigroup Affiliated Group has acted negligently in the preparation thereof.