Indemnification Under this Agreement Clause Samples
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Indemnification Under this Agreement. From and after the Effective Time, Parent and the Surviving Company shall, to the fullest extent permitted under applicable Law in effect on the date hereof or provided under the articles of incorporation, bylaws (or comparable organizational documents) or agreements of the type described in Section 5.5(a) as of the Effective Time, indemnify, defend, hold harmless and advance expenses to each present and former director and officer of the Company (including any director or officer of the Company who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise) (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, inquiries, liabilities and settlement amounts paid in connection with any threatened or actual claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as such (including any claim arising out of this Agreement, the Merger or any of the transactions contemplated by this Agreement), whether occurring before or after the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, for a period of six years after the Effective Time (and shall pay any expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced of any undertaking to repay such advances required under applicable Law). In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnified Parties may retain counsel (including local counsel) satisfactory to them, the reasonable fees and expenses of which shall be paid by Parent and the Surviving Company promptly after statements therefor are received and
Indemnification Under this Agreement. In addition to the indemnification provided at Section 9.1 of this Agreement: The Company agrees to indemnify the Reinsurer and hold it harmless from and against Losses based upon or arising out of (i) the Company's material breach of any representation, warranty, covenant or agreement under this Agreement, and (ii) any Excluded Liabilities. The Reinsurer agrees to indemnify the Company and hold it harmless from and against Losses based upon or arising out of the Reinsurer's material breach of any representation, warranty, covenant or agreement under this Agreement.
Indemnification Under this Agreement. In addition to the indemnification provided at Section 10.1 of this Agreement, and subject to the limitations set forth in this Article X:
10.2.1. Each of the Ceding Companies, severally but not jointly, agrees to indemnify and defend the Reinsurer Indemnified Parties and hold each of them harmless from and against Losses based upon or arising out of
(i) subject to Section 10.6 of this Agreement, any breach of any representation or warranty of the Ceding Companies (ignoring for purposes of this Section 10.2.1(i) any materiality or Material Adverse Effect qualifier therein),
(ii) any nonfulfillment of any agreement or covenant on the part of the Ceding Companies under this Agreement,
(iii) the failure of any Policy to have complied in all material respects with Applicable Laws and regulations at the time of its issuance or thereafter due to facts or circumstances extant on or before the Closing Date, including, without limitation, satisfying at any time the criteria set forth in the Code as may be required thereunder for qualification of one or more of the Policies as life insurance for purposes of the Code, including without limitation Sections 72, 7702 and 7702A, other than to the extent that any such Losses shall arise as a result of acts taken or omissions made by or on behalf of the Reinsurer in administering the Coinsured Policies,
(iv) (A) changes in cost of insurance charges or other similar charges with respect to the Policies prior to the Closing Date based upon any claim that any such changes were illegal or violated the terms of the relevant Policies or any representations made by any Ceding Company or any representative or agent of any Ceding Company, (B) any increase in cost of insurance charges with respect to Policies issued under product series C-2, C-100 or UGA/Cornerstone universal life, and (C) the inability of the Reinsurer to change cost of insurance or other similar charges in accordance with the terms of any Policy due to statements, representations or commitments made by any Ceding Company or any representative of any Ceding Company prior to the Closing Date, and
(v) any Excluded Liabilities.
10.2.2. HealthMarkets agrees to indemnify and defend the Reinsurer Indemnified Parties and hold each of them harmless from and against Losses based upon or arising out of
(i) subject to Section 10.6 of this Agreement, any breach of any representation or warranty of HealthMarkets (ignoring for purposes of this Section 10.2.2(i) any materiality o...
Indemnification Under this Agreement. The Subscriber shall indemnify and hold harmless the Company and each of its affiliates from and against all losses, damages and liabilities (including, but not limited to, court costs and reasonable attorney's fees) arising or resulting from, or attributable to, any breach of the representations and warranties set forth in this Subscription Agreement, or in any other document furnished by the Subscriber.