Common use of Limited Indemnification Clause in Contracts

Limited Indemnification. (a) Subject to the terms and conditions of this Agreement, Indemnitor agrees to indemnify Indemnitee for Specified Losses (as hereinafter defined) to the extent, and only to the extent, that Specified Losses exceed $33,227,523 in the aggregate, but such indemnification shall be limited to a maximum aggregate indemnification obligation of Indemnitor equal to $11,600,000 (the “Maximum Indemnification Amount”). (b) For the purposes hereof, “Specified Losses” shall mean (i) amounts that Indemnitee actually pays subsequent to November 30, 2009 under the Specified Reinsurance Agreements in fulfillment of Indemnitee’s excess of loss contractual obligations thereunder with respect to the Liability Policies (which have been historically coded in the Indemnitee’s loss system as set forth in Exhibit B), less (ii) the net amounts received or otherwise recovered by Indemnitee or Indemnitee’s Affiliates as a result of any subrogation, credits under side agreements or any other matters related to any payment made by Indemnitee pursuant to Section 1(b)(i) after deduction of Indemnitee’s costs and expenses incurred in obtaining such amounts (collectively, the “Recoverables”). Notwithstanding anything herein to the contrary, “Recoverables” shall not include amounts received or otherwise recovered under the Indemnitee’s outward retrocessional contracts in effect on the date of this Agreement. Notwithstanding anything herein to the contrary, “Specified Losses” shall not include, and Indemnitor shall have no obligations with respect to, (i) any amounts resulting, directly or indirectly or in whole or in part from, Indemnitee’s or its Affiliates’ (A) bad faith, willful misconduct or negligence occurring after the effective date of this Agreement, or (B) breach of the terms and conditions of this Agreement, (ii) any consequential, indirect, special, exemplary or punitive damages, (iii) any losses arising from quota share, pro-rata, facultative, or finite reinsurance agreements or (iv) any claims or losses arising from the 2001 World Trade Center catastrophe (including any claims and losses falling within the catastrophe number 48).

Limited Indemnification. (a) Subject Notwithstanding any provision to the terms contrary in this Settlement Agreement or the Mutual Release Agreement and conditions of this Agreementsubject to the limitations contained in Section 3.3(b), (i) the Azteca Parties, Indemnitor agrees jointly and severally, agree to indemnify Indemnitee for Specified Losses and hold harmless each of the Pappas Parties, KAZH License, LLC and KTNC License, LLC (as hereinafter definedeach a "Xxxxxx Indemnified Party") from and against all fines and other pxxxxxxes imposed by a Governmental Authority and related Expenses (collectively, "Losses") based upon, arising out of or otherwise in respect of any breach of any Requirement of Law by any Pappas Indemnified Party arising directly from any action, or faixxxx xo act when required to act, of any Azteca Party under the Existing Affiliation Agreements and any other agreement between the parties during any period prior to the extentClosing Date; and (ii) the Pappas Parties, jointly and only severally, agree to indemnify and holx xxxxless each of the Azteca Parties from and against all Losses based upon, arising out of or otherwise in respect of any breach of any Requirement of Law by any of the Azteca Parties arising directly from any action, or failure to act when required to act, of any Pappas Party under the Existing Affiliation Agreements and any otxxx xxreement between the parties during any period prior to the extent, that Specified Losses exceed $33,227,523 in the aggregate, but such indemnification shall be limited to a maximum aggregate indemnification obligation of Indemnitor equal to $11,600,000 (the “Maximum Indemnification Amount”)Closing Date. (b) For The party making a Claim under this Section 3.3 is referred to as the purposes hereof"Indemnitee," and the party against whom such Claims are asserted under this Section 3.3 is referred to as the "Indemnifying Party." All Claims by any Indemnitee under this Section 3.3 shall be asserted and resolved as follows: Promptly after receipt by the Indemnitee of notice of any Claim or circumstances which, “Specified Losses” with the lapse of time, would or might give rise to a Claim or the commencement (or threatened commencement) of a Claim (an "Asserted Liability") that may result in a Loss imposed by a Governmental Authority, the Indemnitee shall mean give notice thereof (ithe "Claims Notice") amounts that Indemnitee actually pays subsequent to November 30, 2009 under the Specified Reinsurance Agreements in fulfillment of Indemnitee’s excess of loss contractual obligations thereunder with respect to the Indemnifying Party. The Claims Notice shall describe the Asserted Liability Policies in reasonable detail, and shall indicate the amount (which have estimated, if necessary and to the extent feasible) of the Loss that has been historically coded or may be suffered by the Indemnitee. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the Indemnitee’s loss system compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as set forth in Exhibit B), less (ii) the net amounts received herein provided or otherwise recovered by Indemnitee or Indemnitee’s Affiliates as a result of any subrogation, credits contests its obligation to indemnify under side agreements or any other matters related to any payment made by Indemnitee pursuant to Section 1(b)(i) after deduction of Indemnitee’s costs and expenses incurred in obtaining such amounts (collectivelythis Settlement Agreement, the “Recoverables”)Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding anything herein the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability over the objection of the other; provided, however, consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee shall make available to the contraryIndemnifying Party any books, “Recoverables” shall not include amounts received records or otherwise recovered under the Indemnitee’s outward retrocessional contracts in effect on the date of this Agreement. Notwithstanding anything herein to the contrary, “Specified Losses” shall not include, and Indemnitor shall have no obligations with respect to, (i) any amounts resulting, directly other documents within its control that are necessary or indirectly or in whole or in part from, Indemnitee’s or its Affiliates’ (A) bad faith, willful misconduct or negligence occurring after the effective date of this Agreement, or (B) breach of the terms and conditions of this Agreement, (ii) any consequential, indirect, special, exemplary or punitive damages, (iii) any losses arising from quota share, pro-rata, facultative, or finite reinsurance agreements or (iv) any claims or losses arising from the 2001 World Trade Center catastrophe (including any claims and losses falling within the catastrophe number 48)appropriate for such defense.

Limited Indemnification. (a) Subject to the terms and conditions of this Agreement, Indemnitor agrees to indemnify Indemnitee for Specified Losses (as hereinafter defined) to the extent, and only to the extent, that Specified Losses exceed $33,227,523 33,270,794 in the aggregate, but such indemnification shall be limited to a maximum aggregate indemnification obligation of Indemnitor equal to $11,600,000 34,300,000 (the “Maximum Indemnification Amount”). (b) For the purposes hereof, “Specified Losses” shall mean (i) amounts that Indemnitee actually pays subsequent to November 30, 2009 under the Specified Reinsurance Agreements in fulfillment of Indemnitee’s excess of loss contractual obligations thereunder thereunder, with respect to the Liability WC Policies (which have been historically coded in the Indemnitee’s loss system as set forth in Exhibit B), less (ii) the net amounts received or otherwise recovered by Indemnitee or Indemnitee’s Affiliates as a result of any subrogation, credits under side agreements or any other matters related to any payment made by Indemnitee pursuant to Section 1(b)(i) after deduction of Indemnitee’s costs and expenses incurred in obtaining such amounts (collectively, the “Recoverables”). Notwithstanding anything herein to the contrary, “Recoverables” shall not include amounts received or otherwise recovered under the Indemnitee’s outward retrocessional contracts in effect on the date of this Agreement. Notwithstanding anything herein to the contrary, “Specified Losses” shall not include, and Indemnitor shall have no obligations with respect to, (i) any amounts resulting, directly or indirectly or in whole or in part from, Indemnitee’s or its Affiliates’ (A) bad faith, willful misconduct or negligence occurring after the effective date of this Agreement, or (B) breach of the terms and conditions of this Agreement, (ii) any consequential, indirect, special, exemplary or punitive damages, (iii) any workers’ compensation losses arising from quota share, pro-rata, facultative, or finite reinsurance agreements or (iv) any claims or losses arising from the 2001 World Trade Center catastrophe (including any claims and losses falling within the catastrophe number 48).

Limited Indemnification. (a) Subject to the terms and conditions of this Agreement, Indemnitor The Company agrees to indemnify Indemnitee for Specified Losses (as hereinafter defined) to the extentInvestor, each Exchanging Investor, their respective Affiliates, and only to the extenttheir respective equityholders, that Specified Losses exceed $33,227,523 in the aggregatedirectors, but officers, employees, agents, members, partners, managers, advisors (and any other Persons with a functionally equivalent role notwithstanding a lack of such indemnification shall be limited to a maximum aggregate indemnification obligation of Indemnitor equal to $11,600,000 (the “Maximum Indemnification Amount”). (b) For the purposes hereof, “Specified Losses” shall mean (i) amounts that Indemnitee actually pays subsequent to November 30, 2009 under the Specified Reinsurance Agreements in fulfillment of Indemnitee’s excess of loss contractual obligations thereunder with respect to the Liability Policies (which have been historically coded in the Indemnitee’s loss system as set forth in Exhibit B), less (ii) the net amounts received or otherwise recovered by Indemnitee or Indemnitee’s Affiliates as a result of any subrogation, credits under side agreements title or any other matters related to any payment made by Indemnitee pursuant to Section 1(b)(ititle) after deduction of Indemnitee’s costs and expenses incurred in obtaining such amounts (each, a “Indemnified Party” and, collectively, the “RecoverablesIndemnified Parties”) from and against any losses, claims, damages, expenses or liabilities, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, claims, damages or liabilities of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel and all other reasonable and documented expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them) (collectively, “Losses”), as a result of, relating to, arising out of, or resulting from any Third-Party Claim. Notwithstanding anything herein As used herein, “Third Party Claim” means any action, suit or proceeding asserted against an Indemnified Party by a third party (including, for these purposes, any creditors of the Company, or committee thereof, whether directly or derivatively, and, in the event of an insolvency proceeding, the Company in its capacity as debtor-in-possession, any debtor-in-possession successor to the contraryCompany, “Recoverables” shall or any trustee of the Company in connection with an insolvency proceeding) that is not include amounts received affiliated in any way with an Indemnified Party (other than, if applicable, the Company or otherwise recovered under the Indemnitee’s outward retrocessional contracts any of its subsidiaries in effect on the date of this Agreement. Notwithstanding anything herein to the contrary, “Specified Losses” shall not include, and Indemnitor shall have no obligations with respect to, (iany applicable capacity) any amounts resulting, directly or indirectly or in whole or in part from, Indemnitee’s or its Affiliates’ (A) bad faith, willful misconduct or negligence occurring after the effective date of alleging that this Agreement, the New Notes, the New Notes Indenture, the Guarantees, the Security Documents (and the liens provide for therein) and any transactions contemplated hereby or thereby (Bincluding the Exchange) breach of the terms and conditions are invalid, illegal, avoidable or unenforceable under any applicable law. The Indemnified Parties are intended third-party beneficiaries of this Agreement, (ii) any consequential, indirect, special, exemplary or punitive damages, (iii) any losses arising from quota share, pro-rata, facultative, or finite reinsurance agreements or (iv) any claims or losses arising from the 2001 World Trade Center catastrophe (including any claims and losses falling within the catastrophe number 48)Section 8.