Common use of Indemnifiable Claims Clause in Contracts

Indemnifiable Claims. (a) Except as set forth in Article VII, and subject to the limitations on survivability set forth in Section 10.3 of this Agreement and to the limitations set forth in this Article XI, Seller will and hereby does indemnify and hold Buyer and any Affiliate of Buyer (which, after the Closing, shall include the Company) and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (“Loss” and/or “Losses”) resulting from or arising out of: (i) any breach of any representation or warranty of Seller contained herein or in any Related Agreement (other than any breach of any representation or warranty set forth in Section 4.22 (Taxes), which is governed by Section 7.1 (Tax Indemnity)); (ii) any breach of any covenant or obligation of Seller, or any Affiliate of Seller, contained herein or in any Related Agreement; (iii) any breach of any pre-Closing covenant or obligation of the Company contained herein; (iv) any Liabilities of the Company arising from the conduct of the Business prior to the Closing, including but not limited to: (1) any Insurance Liabilities, whether such claims are asserted before, at or after the Closing Effective Time, to the extent such Losses are not reinsured and reimbursed pursuant to the Reinsurance Agreements or the LPT and Quota Share Reinsurance Agreement; and

Indemnifiable Claims. (a) Except as set forth in Article VII, and subject to the limitations on survivability set forth in Section 10.3 of this Agreement and to the limitations set forth in this Article XI, Seller will and hereby does indemnify and hold Buyer and any Affiliate of Buyer (which, after the Closing, shall include the Company) and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Liability, claim, loss, cost, damage or expense whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (“Loss” and/or “Losses”) resulting from or arising out of: (i) any breach of any representation or warranty of Seller contained herein or in any Related Agreement (other than any breach of any representation or warranty set forth in Section 4.22 (Taxes), which is governed by Section 7.1 (Tax Indemnity)); (ii) any breach of any covenant or obligation of Seller, or any Affiliate of Seller, contained herein or in any Related Agreement; (iii) any breach of any pre-Closing covenant or obligation of the Company contained herein; (iv) any Liabilities of the Company arising from the conduct of the Business prior to the Closing, including but not limited to: (1) any Insurance Liabilities, whether such claims are asserted before, at or after the Closing Effective Time, to the extent such Losses are not reinsured and reimbursed pursuant to the Reinsurance Agreements or the LPT LP and Quota Share Reinsurance Agreements; or (v) any Fraud on the part of Seller; provided, however, that with respect to clause (iv) above, Seller shall not be required to provide indemnification for any Losses or Liabilities to the extent arising out of or caused by (x) any criminal (as determined by a court of competent jurisdiction, when such determination has become final and nonappealable), grossly negligent, willful and/or fraudulent act or omission attributable to the Company or any of its Affiliates or any of their respective Representatives, successors or assigns following the Closing or (y) any failure by the Company to comply with Applicable Law following the Closing. (b) Subject to the limitations on survivability set forth in Section 10.3 and to the limitations set forth in this Article XI, Xxxxx will and hereby does indemnify and hold Seller and any Affiliate of Seller and their respective Representatives, Affiliates, successors and assigns harmless from and against any and all Losses resulting from or arising out of: (i) any breach of any representation or warranty of Buyer contained herein or in any Related Agreement; (ii) any breach of any covenant or obligation of Buyer contained herein or in any Related Agreement; (iii) any breach of any post-Closing covenant or obligation of the Company contained herein or in any Related Agreement; (iv) any Liabilities of the Company arising from the conduct of the business of the Company after the Closing, including but not limited to any Liabilities under policies of insurance or contracts of reinsurance issued or entered into by the Company after the Closing; or (v) any Fraud on the part of Buyer; provided, that with respect to clause (iv) above, Buyer shall not be required to provide indemnification for any Losses or Liabilities to the extent arising out of or caused by (x) any criminal (as determined by a court of competent jurisdiction, when such determination has become final and nonappealable), grossly negligent, willful and/or fraudulent act or omission attributable to the Company or any of its Affiliates or any of their respective Representatives, Affiliates, successors or assigns prior to the Closing or (y) any failure by the Company to comply with Applicable Law prior to the Closing. (c) Except as provided in Section 10.3(c), no Party shall be required to indemnify any Person pursuant to this Article XI if the claim for indemnification is delivered after the applicable survival period set forth below: (i) With respect to indemnification in respect of Sections 11.1(a)(i) and 11.1(b)(i), the applicable Survival Period set forth in Section 10.3(a); (ii) With respect to indemnification in respect of Sections 11.1(a)(ii)- (iii) With respect to indemnification in respect of Sections 11.1(a)(iv) and (v), and 11.1(b)(iv) and (v), the survival period shall be indefinite; and (iv) With respect to indemnification in respect of Article VII, the survival period shall end sixty (60) days after the expiration of the applicable statute of limitations period for any claims made in respect of the matters referred to in Article VII. (d) Notwithstanding any other provision of this Agreement (except for the survival provisions set forth in subparagraph (c) above), all rights and obligations with respect to Taxes shall be governed solely by Article VII of this Agreement.