Common use of Indemnification by the Administrator Clause in Contracts

Indemnification by the Administrator. The Administrator shall indemnify, defend and hold harmless the Ceding Company and its Affiliates and each of their respective Representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Ceding Company Indemnified Parties to the extent resulting from, arising out of or relating to (a) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement, (b) any violations of applicable Law by the Administrator or its Affiliates, (c) any gross negligence, willful misconduct, fraud, theft or embezzlement by directors, officers, employees or agents of the Administrator or its Subcontractors during the term of this Agreement; (d) any obligation of the Administrator to indemnify the Ceding Company as provided under Section 4.9 and (e) any successful enforcement of this indemnity; 1007063915v4 provided, in each case, that the Administrator shall have no obligation to indemnify pursuant to this Section 12.2 to the extent such Losses resulted from (x) a breach by the Ceding Company of its covenants and agreements contained in this Agreement, or (y) the failure, either intentional or unintentional, of the Ceding Company or any of its Affiliates or Representatives to properly perform the services or take the actions required by it or them under the Transitional Services Agreement.

Indemnification by the Administrator. The Administrator shall indemnify, defend and hold harmless the Ceding Company and its Affiliates and each of their respective Representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Ceding Company Indemnified Parties to the extent resulting from, arising out of or relating to (a) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement, (b) any violations of applicable Law by the Administrator or its Affiliates, (c) any gross negligence, willful misconduct, fraud, theft or embezzlement by directors, officers, employees or agents of the Administrator or its Subcontractors during the term of this Agreement; (d) any obligation of the Administrator to indemnify the Ceding Company as provided under Section 4.9 and (e) any successful enforcement of this indemnity; 1007063915v4 47182505.8 27 1006845735v24 provided, in each case, that the Administrator shall have no obligation to indemnify pursuant to this Section 12.2 to the extent such Losses resulted from (x) a breach by the Ceding Company of its covenants and agreements contained in this Agreement, or (y) the failure, either intentional or unintentional, of the Ceding Company or any of its Affiliates or Representatives to properly perform the services or take the actions required by it or them under the Transitional Services Agreement.

Indemnification by the Administrator. The Administrator shall indemnify, defend indemnify and hold harmless the Ceding Company and its respective Affiliates and each of their respective Representatives, successors and assigns Representatives (collectively, the “Ceding Company Indemnified Parties”) from and against (a) any and all Losses incurred, sustained or suffered incurred by or imposed upon the Ceding Company Indemnified Parties to the extent resulting from, arising out of from any actual or relating to alleged: (ai) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement, (b) any violations of applicable Law by the Administrator or its Affiliates, (c) any gross negligence, willful misconduct, fraud, theft or embezzlement by directors, officers, employees employees, agents, Subcontractors (excluding the Company, CNO Services, LLC and any of their Representatives or agents subcontractors during the Interim Period), successors or assigns of the Administrator or its Subcontractors during the term of this Agreement; (dii) any obligation breach, either intentional or unintentional, of the Administrator of the covenants and agreements of the Administrator in this Agreement; or (iii) failure of the Administrator to indemnify comply with Applicable Laws during the Ceding Company as provided under Section 4.9 term of this Agreement and (eb) any successful enforcement and all Direct Economic Losses incurred by the Company Indemnified Parties to the extent arising from any Security Breach that is not caused by an act or omission of this indemnitythe Company or any of its Representatives (excluding any act of the Company, CNO Services, LLC or any of their Representatives or subcontractors during the Interim Period); 1007063915v4 provided, in each case, that the Administrator shall have no obligation to indemnify pursuant to this Section 12.2 any Company Indemnified Parties to the extent such Losses Loss resulted from (x) a breach by the Ceding Company of its the covenants and agreements of the Company contained in this Agreement, or (y) the failure, either intentional or unintentional, of the Ceding Company or any of its Affiliates or Representatives to properly perform the services or take the actions required by it or them under the Transitional Transition Services Agreement.