Common use of Indemnification By Insurer Clause in Contracts

Indemnification By Insurer. From and after the Closing, Insurer agrees to indemnify, defend and hold Company, the Plans, Independent Fiduciary and any other Person acting as fiduciary or agent for the Plans and their respective Affiliates, officers, directors, stockholders, employees, agents and other Representatives (each, an “Indemnified Party”) harmless from and against any and all Liabilities (in each case, including reasonable out-of-pocket expenses and reasonable fees and expenses of counsel) to the extent arising out of or relating to the portion of any action, lawsuit, proceeding, investigation, demand or other claim against the Indemnified Party by a third party that is threatened or brought against or that involves an Indemnified Party and that arises out of or relates to any failure, or alleged failure, by Insurer to perform or comply with the terms of the Group Annuity Contract, including making the payments in respect of the Covered Lives, Contingent Lives or Beneficiaries to be made pursuant to the Group Annuity Contract (collectively, “Indemnified Claims”). If the Closing occurs after the Outside Date, Indemnified Claims will not, however, include any failure, or alleged failure, of any such payments in respect of the Covered Lives, Contingent Lives or Beneficiaries for a reason other than Insurer’s actual failure to make a timely Aggregate Monthly Payment (as defined in the Group Annuity Contract) under the Group Annuity Contract. For the avoidance of doubt, if the Closing does not occur, Insurer will have no obligations under this Section 9.1.

Indemnification By Insurer. From and after the Closing, Insurer agrees to indemnify, defend and hold Company, the Plans, Independent Fiduciary and any other Person acting as fiduciary or agent for the Plans and their respective Affiliates, officers, directors, stockholders, employees, agents and other Representatives (each, an “Indemnified Party”) harmless from and against any and all Liabilities (in each case, including reasonable out-of-pocket expenses and reasonable fees and expenses of counsel) to the extent arising out of or relating to the portion of any action, lawsuit, proceeding, investigation, demand or other claim against the Indemnified Party by a third party that is threatened or brought against or that involves an Indemnified Party and that arises out of or relates to any failure, or alleged failure, by Insurer to perform or comply with the terms of the Group Annuity ContractContracts, including making the payments in respect of the Covered Lives, Contingent Lives or Beneficiaries to be made pursuant to the Group Annuity Contract Contracts (collectively, “Indemnified Claims”). If the Closing occurs after the Outside Date, Indemnified Claims will not, however, include any failure, or alleged failure, of any such payments in respect of the Covered Lives, Contingent Lives or Beneficiaries for a reason other than Insurer’s actual failure to make a timely Aggregate Monthly Payment (as defined in the Group Annuity ContractContracts) under the Group Annuity ContractContracts. For the avoidance of doubt, if the Closing does not occur, Insurer will have no obligations under this Section 9.1.