Common use of Indemnification of Reinsurer Clause in Contracts

Indemnification of Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer 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 or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Contracts and the express, written contractual liabilities in the Related Agreements; (b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company's knowledge of such matter, misrepresentation or breach); (c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date; (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date. Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims within thirty (30) days after Reinsurer 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 Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's obligations to indemnify unless such failure materially prejudices Ceding Company'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 Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer 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 or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Contracts Policies and the express, written contractual liabilities in the Related Agreements; (b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company's ’s knowledge of such matter, misrepresentation or breach); (c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date; (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date. In the event of a misrepresentation or breach of warranty under Section 10.03 of this Agreement it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, any violation under Section 7702 of the Internal Revenue Code, at the sole expense of Ceding Company. Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims within thirty (30) days after Reinsurer 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 Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's ’s obligations to indemnify unless such failure materially prejudices Ceding Company'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 Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to, reasonable attorneys' attorney’s fees, resulting from or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Contracts Policies and the express, written contractual liabilities in the Related Agreements; (b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement Agreement, including but not limited to any misrepresentation or breach of any covenant or warranty in Article 8 of this Agreement, or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company's knowledge of such matter, misrepresentation or breach); (c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date;; and/or (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date. In the event of a misrepresentation or breach of warranty under Section 11.03 of this Agreement, it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, any violation under Section 7702 of the Internal Revenue Code, at the sole expense of Ceding Company. Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims unknown to the Ceding Company within thirty (30) days after Reinsurer 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 Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's obligations to indemnify unless such failure materially prejudices Ceding Company'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 Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to, reasonable attorneys' attorney’s fees, resulting from or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Contracts and the express, written contractual liabilities in the Related Agreements; (b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement Agreement, including but not limited to any misrepresentation or breach of any covenant or warranty in Article 8 of this Agreement, or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company's knowledge of such matter, misrepresentation or breach); (c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date;; and/or (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date. In the event of a misrepresentation or breach of warranty under Section 11.03 of this Agreement, it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, any violation under Section 72 of the Internal Revenue Code, at the sole expense of Ceding Company. Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims unknown to the Ceding Company within thirty (30) days after Reinsurer 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 Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's obligations to indemnify unless such failure materially prejudices Ceding Company'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 Reinsurer. Ceding Company hereby agrees to indemnify indemnify, defend, save and hold harmless Reinsurer Reinsurer, its successors and permitted assigns, against and in respect of any and all liabilities, losseslosses (including refunded or foregone premiums), claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to, reasonable attorneys' feesfees (collectively, the "Liabilities") resulting from or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date business of Ceding Company, other than those express, written contractual liabilities set forth in the Reinsured Contracts obligations expressly transferred to and the express, written contractual liabilities in the Related Agreementsassumed by Reinsurer under this Agreement; (b) any misrepresentation or breach of any agreement, covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement or any third party allegations that, if true, would mean the matters that are the subject of Ceding Company has breached any such misrepresentation representation, agreement, covenant, or breach warranty (notwithstanding Ceding Company's any actual or constructive knowledge by Reinsurer of such matter, misrepresentation or breach);; and (c) any acts litigation, arbitration or omissions by other recognized "alternative dispute resolution" proceeding pending or on behalf threatened as of the Effective Date with respect to any of the Coinsured Policies or any matter arising out of the bad faith or willful misconduct of Ceding Company. For purposes of subsection (b) above, its agents each representation, warranty, agreement and covenant in the Agreement shall be construed without any reference to materiality or employeesany knowledge limitation, occurring prior it being the intent of the parties that for purposes of indemnification no materiality limitation shall be applicable and representations and warranties shall be considered as made without limitation to the Effective Date; (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective DateCompany's knowledge. Ceding Company will assume shall not be required to make any payments pursuant to Section 11.01(b), unless and until the defense aggregate amount of any lawsuits that may be brought against Reinsurer that relate all claims pursuant to Section 11.01(b) shall exceed $250,000 (the matters for "Threshold Amount"), after which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims within thirty (30) days after Reinsurer has actual notice be responsible for the entire amount of such claimclaims going back to the first dollar, without regard to the Threshold Amount. Notwithstanding anything contained herein to the contrary, the Threshold Amount shall not be applicable to (i) claims for breach of the representations and warranties contained in Sections 5.01, 5.02 and 8.01 and (ii) claims for indemnification attributable to any active, willful or reckless fraudulent misrepresentation, bad faith or willful misconduct by Ceding Company. Except as set forth above, the event a suit Threshold Amount shall not be applicable to indemnification for the failure to fulfill any covenant or agreement contained herein or in any agreement or other proceeding is commenced, within ten (10) days after receipt of notice document delivered pursuant to Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's obligations to indemnify unless such failure materially prejudices Ceding Company'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 claimthe terms hereof.

Indemnification of Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to, reasonable attorneys' attorney's fees, resulting from or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Contracts Policies and the express, written contractual liabilities in the Related Agreements; (b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement Agreement, including but not limited to any misrepresentation or breach of any covenant or warranty in Article 8 of this Agreement, or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company's knowledge of such matter, misrepresentation or breach); (c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date;; and/or (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date. In the event of a misrepresentation or breach of warranty under Section 11.03 of this Agreement, it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, any violation under Section 7702 of the Internal Revenue Code, at the sole expense of Ceding Company. Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims unknown to the Ceding Company within thirty (30) days after Reinsurer 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 Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's obligations to indemnify unless such failure materially prejudices Ceding Company'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 Reinsurer. Ceding Company hereby agrees to indemnify and hold harmless Reinsurer against and in respect of any and all liabilities, losses, claims, obligations, damages, deficiencies, costs and expenses, including, but not limited to, reasonable attorneys' attorney's fees, resulting from or arising out of: (a) any and all unpaid liabilities occurring prior to the Effective Date other than those express, written contractual liabilities set forth in the Reinsured Contracts and the express, written contractual liabilities in the Related Agreements; (b) any misrepresentation or breach of any covenant or warranty made by Ceding Company (or matter treated as a covenant or warranty made by Ceding Company) in this Agreement Agreement, including but not limited to any misrepresentation or breach of any covenant or warranty in Article 8 of this Agreement, or the matters that are the subject of any such misrepresentation or breach (notwithstanding Ceding Company's knowledge of such matter, misrepresentation or breach); (c) any acts or omissions by or on behalf of Ceding Company, its agents or employees, occurring prior to the Effective Date;; and/or (d) any acts or omissions committed by agents (including former agents) of Ceding Company that occur before the Effective Date. In the event of a misrepresentation or breach of warranty under Section 11.03 of this Agreement, it is agreed that Ceding Company will to the extent reasonable pursue administrative relief with the Internal Revenue Service to correct, both prospectively and retroactively, any violation under Section 72 of the Internal Revenue Code, at the sole expense of Ceding Company. Ceding Company will assume the defense of any lawsuits that may be brought against Reinsurer that relate to the matters for which Ceding Company herein agrees to indemnify Reinsurer. Reinsurer shall give written notice to Ceding Company of any indemnity claims unknown to the Ceding Company within thirty (30) days after Reinsurer 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 Reinsurer; provided, however that failure to give such notice shall not affect Ceding Company's obligations to indemnify unless such failure materially prejudices Ceding Company'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.