Common use of Indemnification by AIG Clause in Contracts

Indemnification by AIG. To the extent permitted by law, AIG will, if Registrable Securities held by AIG are included in the securities as to which any registration, qualification, or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, managers, legal counsel and accountants, and each underwriter, if any, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus or other document, or (ii) 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, and will reimburse the Company and the Company’s officers, directors and managers, legal counsel, and accountants, persons, underwriters, or control persons as provided above, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by AIG and stated by AIG to be specifically for use therein; provided, however, that the obligations of AIG hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of AIG (which consent shall not be unreasonably withheld, conditioned or delayed); provided further that the obligations of AIG hereunder shall be limited to the net proceeds received by AIG from the sale of securities under any such registration statement or offering hereunder.

Indemnification by AIG. To Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by lawApplicable Law, AIG willshall, if Registrable Securities held by and shall cause the other members of the AIG are included in the securities as to which any registrationGroup to, qualificationindemnify, or compliance is being effected, indemnify defend and hold harmless the CompanyCorebridge, each member of its the Corebridge Group and each of their respective past, present and future directors, officers, managersemployees or agents, legal counsel and accountantsin each case in their respective capacities as such, and each underwriter, if any, of the Company’s securities covered by such a registration statementheirs, executors, successors and each person who controls the Company or such underwriter within the meaning assigns of Section 15 any of the Securities Actforegoing (collectively, the “Corebridge Indemnitees”), from and against any and all claimsLiabilities of the Corebridge Indemnitees relating to, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: resulting from, directly or indirectly, any of the following items (iwithout duplication): (a) any AIG Liability; (b) any failure of AIG, any other member of the AIG Group or any other Person to pay, perform or otherwise promptly discharge any AIG Liabilities in accordance with their terms, whether prior to, on or after the Separation Time; (c) any breach by AIG or any other member of the AIG Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a Corebridge Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the AIG Group by any member of the Corebridge Group that survives following the Separation; and (e) any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any such registration statement, prospectus or other document, or (ii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse with respect to all information (i) contained in the Company and the Company’s officers, directors and managers, legal counsel, and accountants, persons, underwriters, or control persons as provided above, for any legal IPO Registration Statement or any other expenses reasonably incurred Prospectus (including in connection with investigating any amendments or defending any such claim, loss, damage, liability, or action, supplements thereto) provided by AIG in each case writing specifically for inclusion therein to the extent, but only extent such information pertains to (x) any member of the extent, that such untrue statement AIG Group or (y) the AIG Business or alleged untrue statement(ii) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by AIG and stated provided by AIG to be Corebridge in writing specifically for use thereininclusion in Corebridge’s annual or quarterly or current reports following the date of the IPO to the extent (A) such information pertains to (x) a member of the AIG Group or (y) the AIG Business or (B) Corebridge has provided written notice to AIG that such information will be included in one or more annual or quarterly or current reports, specifying how such information will be presented, and the information is included in such annual or quarterly or current reports; provided, however, that the obligations of AIG hereunder this subclause (B) shall not apply to amounts paid the extent that any such Liability arises out of or results from, or in settlement connection with, any action or inaction of any such claimsmember of the Corebridge Group, losses, damages, including as a result of any misstatement or liabilities (or actions in respect thereof) if such settlement is effected without omission of any information by any member of the consent of AIG (which consent shall not be unreasonably withheld, conditioned or delayed); provided further that the obligations of AIG hereunder shall be limited Corebridge Group to the net proceeds received by AIG from the sale of securities under any such registration statement or offering hereunderAIG.

Indemnification by AIG. To (a) After the extent permitted by lawClosing and subject to this Article VIII, each of AIG willand AHAC shall indemnify, if Registrable Securities held by AIG are included in the securities as to which any registration, qualification, or compliance is being effected, indemnify defend and hold harmless TRH, the CompanyCompany Subsidiaries and their respective Representatives (collectively, each of its directorsthe “TRH Indemnified Parties”), officersseverally and not jointly, managers, legal counsel and accountantsagainst, and each underwriterreimburse any TRH Indemnified Party for, if anyall Losses that such TRH Indemnified Party may at any time suffer or incur, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: become subject to: (i) as a result of or in connection with the inaccuracy or breach of any representation or warranty made by it in this Agreement; (ii) as a result of or in connection with any breach or failure by it to perform any of its covenants or obligations contained in this Agreement; or (iii) as a result of or in connection with any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any such registration statementAIG Disclosure Portions in the Registration Statement, prospectus the Prospectus or any other documentdocument or report filed with the SEC in connection with the Offering, including any amendment or supplement thereto, or (ii) caused by any omission (or alleged omission) omission to state therein in any AIG Disclosure Portions a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) Notwithstanding anything to the contrary contained herein, and will reimburse the Company and the Company’s officersneither AIG nor AHAC, directors and managersrespectively, legal counselshall be required to indemnify, and accountants, persons, underwritersdefend or hold harmless any TRH Indemnified Party against, or control persons as provided abovereimburse any TRH Indemnified Party for, for any legal or any other expenses reasonably incurred Losses pursuant to Section 8.02(a)(i) in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by AIG and stated by AIG to be specifically for use therein; provided, however, that the obligations of AIG hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of AIG (which consent shall not be unreasonably withheld, conditioned or delayed); provided further that the obligations of AIG hereunder shall be limited to a cumulative aggregate amount exceeding the net proceeds received by AIG and AHAC, respectively, from the sale Offering and from any subsequent public offering of securities under any such registration statement or offering hereunderthe Shares in accordance with the Rights Agreement.

Indemnification by AIG. To (a) After the extent permitted by lawClosing and subject to this Article VII, AIG willshall indemnify, if Registrable Securities held by AIG are included in the securities as to which any registration, qualification, or compliance is being effected, indemnify defend and hold harmless the Company, Purchaser and its Affiliates and each of its their respective directors, officers, managersemployees, legal counsel stockholders, successors and accountantspermitted assigns (collectively, the “Purchaser Indemnified Parties”) against, and each underwriterreimburse any Purchaser Indemnified Party for, if anyall Losses that such Purchaser Indemnified Party may at any time suffer or incur, of the Company’s securities covered by such or become subject to, as a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out result of or based on: in connection with: (i) the breach or inaccuracy of any untrue statement (representation or alleged untrue statement) warranty made by AIG on behalf of a material fact contained Sellers or incorporated by reference AIG in any such registration statement, prospectus or other document, or this Agreement; (ii) any omission Loss arising with respect to an Excluded Asset or an Excluded Liability; or (iii) any breach or failure by AIG to perform or to cause Sellers to perform any covenants or obligations contained in this Agreement, subject to the relevant survival period in respect of any such covenant or obligation set forth in Section 7.1 and subject to Section 6.10 hereof. (b) Notwithstanding any other provision to the contrary, AIG shall not be required to indemnify, defend or hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 7.2(a)(i): (i) with respect to any claim (or alleged omissionseries of related claims arising from the same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Losses in excess of one hundred thousand dollars ($100,000) (the “Threshold Amount”) (nor shall any such claim or series of related claims that do not meet the Threshold Amount be applied to state therein a material fact required or considered for purposes of calculating the aggregate amount of the Purchaser Indemnified Parties’ Losses for which AIG has responsibility under Section 7.2(b)(ii) below); (ii) until the aggregate amount of the Purchaser Indemnified Parties’ Losses for which Purchaser Indemnified Parties are finally determined to be stated therein or necessary otherwise entitled to make indemnification under Section 7.2(a)(i) exceeds one percent (1%) of the statements therein not misleadingPurchase Price (the “Basket Amount”), and will reimburse after which AIG shall be obligated for all Purchaser Indemnified Parties’ Losses for which the Company and Purchaser Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 7.2(a)(i) that are in excess of the Company’s officers, directors and managers, legal counsel, and accountants, persons, underwriters, or control persons as provided above, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extentBasket Amount, but only if such excess Losses arise with respect to the extent, that such untrue statement any claim (or alleged untrue statementseries of related claims arising from the same underlying facts, events or circumstances) that involves Losses in excess of the Threshold Amount; (iii) with respect to any Losses arising out of the breach or inaccuracy of a representation or warranty set forth in Sections 3.5, 3.6(a), 3.6(e), 3.6(g) or omission 3.7, in a cumulative aggregate amount in excess of ten percent (or alleged omission10%) is made in such registration statement, prospectus or other document in reliance upon and in conformity of the Purchase Price (the “Maximum Indemnification Obligation”); and (iv) with written information furnished respect to any Losses for which the Company by AIG and stated by AIG Purchaser Indemnified Parties are finally determined to be specifically for use thereinentitled to indemnification under Section 7.2(a)(i) (other than Sellers’ Specified Representations) in a cumulative aggregate amount in excess of five percent (5%) of the Purchase Price; provided, however, that in no event shall the obligations aggregate amount of Losses for which AIG hereunder shall not be obligated to indemnify the Purchaser Indemnified Parties under Sections 7.2(b)(iii) and (iv) together exceed the Maximum Indemnification Obligation; and provided, further, however, that none of the foregoing limitations shall apply to amounts paid AIG’s indemnification obligations (x) with respect to Losses in settlement respect of the breach or inaccuracy of any such claimsof Sellers’ Specified Representations or (y) under Sections 5.1(e), losses6.4, damages, or liabilities 7.2(a)(ii) and 7.2(a)(iii). (or actions in respect thereofc) if such settlement is effected without Notwithstanding any other provision to the consent of contrary: (i) AIG (which consent shall not be unreasonably withheldrequired to indemnify, conditioned defend or delayed)hold harmless any Purchaser Indemnified Party against, or reimburse any Purchaser Indemnified Party for, any Losses pursuant to Section 7.2(a)(i) (including, for this purpose, in respect of the breach of any representation or warranty made by AIG in Section 7.9 hereof) in a cumulative aggregate amount exceeding the Purchase Price; provided further and (ii) in the event that the obligations of AIG hereunder shall be limited any fact, event or circumstance which results in an adjustment to the net proceeds received Purchase Price would also constitute a breach or inaccuracy of any representations and warranties made by AIG from on Sellers’ behalf under this Agreement, or a breach or nonperformance of any covenants or agreements to be performed by AIG or which AIG has agreed to cause to be performed under this Agreement, AIG shall have no obligation to indemnify the sale Purchaser Indemnified Parties pursuant to this Section 7.2 with respect to such breach or inaccuracy to the extent the Losses resulting from, arising out of securities under any or related to such registration statement fact, event or offering hereundercircumstance have been fully recovered by Purchaser in connection with the computation of either the Purchase Price Increase or the Purchase Price Reduction (in each such case, either as a reduction of the amount otherwise payable by Purchaser to Sellers or as an increase in the amount otherwise payable by Sellers to Purchaser).

Indemnification by AIG. To (a) After the extent permitted by lawClosing and subject to this Article VIII, each of AIG willand AHAC shall indemnify, if Registrable Securities held by AIG are included in the securities as to which any registration, qualification, or compliance is being effected, indemnify defend and hold harmless TRH, the CompanyCompany Subsidiaries and their respective Representatives (collectively, each of its directorsthe "TRH Indemnified Parties"), officersseverally and not jointly, managers, legal counsel and accountantsagainst, and each underwriterreimburse any TRH Indemnified Party for, if anyall Losses that such TRH Indemnified Party may at any time suffer or incur, of the Company’s securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: become subject to: (i) as a result of or in connection with the inaccuracy or breach of any representation or warranty made by it in this Agreement; (ii) as a result of or in connection with any breach or failure by it to perform any of its covenants or obligations contained in this Agreement; or (iii) as a result of or in connection with any untrue statement (or alleged untrue statement) statement of a material fact contained or incorporated by reference in any such registration statementAIG Disclosure Portions in the Registration Statement, prospectus the Prospectus or any other documentdocument or report filed with the SEC in connection with the Offering, including any amendment or supplement thereto, or (ii) caused by any omission (or alleged omission) omission to state therein in any AIG Disclosure Portions a material fact required to be stated therein or necessary to make the statements therein not misleading. (b) Notwithstanding anything to the contrary contained herein, and will reimburse the Company and the Company’s officersneither AIG nor AHAC, directors and managersrespectively, legal counselshall be required to indemnify, and accountants, persons, underwritersdefend or hold harmless any TRH Indemnified Party against, or control persons as provided abovereimburse any TRH Indemnified Party for, for any legal or any other expenses reasonably incurred Losses pursuant to Section 8.02(a)(i) in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by AIG and stated by AIG to be specifically for use therein; provided, however, that the obligations of AIG hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of AIG (which consent shall not be unreasonably withheld, conditioned or delayed); provided further that the obligations of AIG hereunder shall be limited to a cumulative aggregate amount exceeding the net proceeds received by AIG and AHAC, respectively, from the sale Offering and from any subsequent public offering of securities under any such registration statement or offering hereunderthe Shares in accordance with the Rights Agreement.