Common use of Indemnification of Ceding Company Clause in Contracts

Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys fees, resulting from: (a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach; (b) any liability, other than liabilities arising out of Ceding Company's actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.04; (c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder); (d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Contracts occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date; (e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or (f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Contracts occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured Contracts). Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company. Ceding Company shall give written notice to Reinsurer of any indemnity claims within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer's obligations to indemnify unless such failure materially prejudices Reinsurer's rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim

Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys fees, resulting from: (a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach; (b) any liability, other than liabilities arising out of Ceding Company's ’s actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.04; (c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder); (d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Contracts Policies occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date; (e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or (f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Contracts Policies occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured ContractsPolicies). Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company. Ceding Company shall give written notice to Reinsurer of any indemnity claims within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer's ’s obligations to indemnify unless such failure materially prejudices Reinsurer's ’s rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim

Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify indemnity and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys attorneys' fees, resulting from: (a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach; (b) any liability, other than liabilities arising out of Ceding Company's actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.0410.4; (c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, employees occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder); (d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Contracts Policies occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date; (e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or (f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Contracts Policies occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured ContractsPolicies). Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company. Ceding Company shall give written notice to Reinsurer of any indemnity claims unknown to the Reinsurer within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer's obligations to indemnify unless such failure materially prejudices Reinsurer's rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim.

Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify indemnity and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys attorneys' fees, resulting from: (a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach; (b) any liability, other than liabilities arising out of Ceding Company's actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.0410.4; (c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, employees occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder); (d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Contracts occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date; (e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or (f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Contracts occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured Contracts). Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company. Ceding Company shall give written notice to Reinsurer of any indemnity claims unknown to the Reinsurer within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer's obligations to indemnify unless such failure materially prejudices Reinsurer's rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim.

Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify indemnity and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys attorneys’ fees, resulting from: (a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach; (b) any liability, other than liabilities arising out of Ceding Company's actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.0410.4; (c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, employees occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder); (d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Contracts occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date; (e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or (f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Contracts occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured Contracts). Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company. Ceding Company shall give written notice to Reinsurer of any indemnity claims unknown to the Reinsurer within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer's obligations to indemnify unless such failure materially prejudices Reinsurer's rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim.

Indemnification of Ceding Company. Reinsurer hereby agrees to indemnify indemnity and hold harmless Ceding Company against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to reasonable attorneys attorneys’ fees, resulting from: (a) any misrepresentation or breach of any covenant or warranty made by the Reinsurer in this Agreement or the matters that are the subject of such misrepresentation or breach; (b) any liability, other than liabilities arising out of Ceding Company's actions, resulting from the maintenance or operation of bank accounts created pursuant to Section 9.0410.4; (c) any acts or omissions by or on behalf of Reinsurer, its agents or employees, employees occurring entirely after the Effective Date (provided that such actions were not taken based on the books and records transferred hereunder); (d) any acts or omissions committed by appointed agents of the Reinsurer in servicing the Reinsured Contracts Policies occurring after the Effective Date, but excluding acts of concealment of wrongdoing by Ceding Company or its agents that occurred prior to the Effective Date; (e) any fines or penalties imposed on Ceding Company solely as a result of the activities of Reinsurer, its agents or employees; and/or (f) any acts or omissions committed by former agents of Ceding Company with respect to the Reinsured Contracts Policies occurring after the Effective Date (but excluding acts of concealment of wrongdoing by its former agents that occurred prior to the Effective Date or acts undertaken under apparent or actual authority arising independent of the Reinsured ContractsPolicies). Reinsurer will assume the defense of any lawsuits that may be brought against Ceding Company that relate to the matters for which Reinsurer agrees to indemnify Ceding Company. Ceding Company shall give written notice to Reinsurer of any indemnity claims unknown to the Reinsurer within thirty (30) days after Ceding Company has actual notice of such claim, and in the event a suit or other proceeding is commenced, within ten (10) days after receipt of notice to Ceding Company; provided, however that failure to give such notice shall not affect Reinsurer's obligations to indemnify unless such failure materially prejudices Reinsurer's rights with respect to defending such claim. Reinsurer and Ceding Company shall cooperate in reasonable requests for documents, testimony and other forms of assistance in connection with an indemnity claim.