Common use of Obligation to Indemnify Clause in Contracts

Obligation to Indemnify. (a) Subject to Article IX and this Article X, Seller and Parent jointly and severally agree to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained in this Agreement (other than Section 3.19); (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreement.

Obligation to Indemnify. (ai) Subject to Article IX Seller shall be liable for, and this Article X, Seller and Parent jointly and severally agree to indemnify, defend shall indemnify and hold harmless Purchaser Buyer and its Affiliates each Affiliate of Buyer (including MONY from and including, after the Closing, the Subsidiary and each subsidiary of the Subsidiary) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”"Buyer Group") harmless from and against (A) all Losses asserted againstliability for any federal, imposed upon state or incurred local income or non-income tax liability (a "Tax") of the Subsidiary or any subsidiary of the Subsidiary for taxable years or portions thereof ending on or prior to the Effective Time (as defined in Section 6(a)(vii) hereof), (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or any comparable provision of state or local tax law or otherwise) for Taxes of any person which is or has ever been affiliated with the Subsidiary or any subsidiary of the Subsidiary or with which the Subsidiary or any subsidiary of the Subsidiary otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate return, prior to the Effective Time and (C) all liability for Taxes of Seller or Subsidiary or any subsidiary of the Subsidiary arising as a result of the granting of the Option, the receipt of the Initial Payment or the SSSI Merger, in each case on an after-Tax basis. TCI shall be jointly and severally liable for all obligations and liabilities assumed by any Purchaser Indemnified PartySeller pursuant to this Section 12 to the extent (and only to the extent) that such obligations and liabilities are attributable to periods in which Seller is a member of the affiliated group (within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, arising out as amended (the "Code")) of or relating to: (i) any breach of or inaccuracy in which TCI is the representations and warranties made by Parent or Seller contained in this Agreement (other than Section 3.19);parent. (ii) any breach, nonfulfillment or default in the performance All Taxes of any member of the covenants Buyer Group for which Seller is not required to indemnify the Buyer Group pursuant to Section 12(a)(i) shall be the obligation of Buyer, and agreements Buyer shall be liable for, and shall indemnify and hold the members of Parent or the Seller contained in this Agreement;Group harmless from and against, all such liabilities on an after-Tax basis. (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management For purposes of this Agreement, each Tax liability for a taxable year that includes, but does not end on, the date of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources SSSI Merger (a "Straddle Period") shall be allocated (on an interim "closing of the Americas Limited books" basis) between the period ending on the date of the SSSI Merger and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or period beginning the day after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 date of the MLOA Reinsurance Agreement; or (vi) any breach SSSI Merger by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by allocating Tax liability as if each such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributorperiod were a taxable year. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreement.

Obligation to Indemnify. (a) Subject Company hereby agrees to Article IX indemnify ------------------------- Indemnitee for, and this Article X, Seller and Parent jointly and severally agree to indemnifyrelease, defend and hold Indemnitee harmless Purchaser from and its Affiliates against any and all claims, losses, costs, liabilities and other damages of whatever nature, kind or character, including but not limited to, liabilities that would not have been incurred had Indemnitee not entered into the Employment Agreement, or served as an employee, officer and/or director of the Company, judgements, demands, assessments, interest, liabilities under the Employee Retirement Income Security Act of 1974, as amended (including MONY from excise taxes or penalties, plan termination, withdrawal and after funding liabilities), the Closingvalue of time of Indemnitee at the rate of $5,000 a day (or portion thereof), environmental liabilities, any obligations of the Company for which Indemnitee is, or is asserted to be, personally liable therefor, liabilities for the Company's employment taxes and any and all other taxes, penalties, excise and similar taxes, impositions, fines, settlements, and reasonable expenses, including, without limitation, attorney fees and Proceedings (as defined below) and its and their respective directorsin any way related to or arising out of (a) Indemnitee being (and/or having been) an employee, officersofficer and/or director of the Company or a trustee or a fiduciary to any benefit plan, employeesincluding without limitation, successors and assigns any act, omission or other matter in any way connected therewith, and/or (b) Indemnitee serving (and/or having served) the Company in any other capacity contemplated by the Employment Agreement, including, without limitation, any act, omission or other matter in any way connected therewith (collectively, the “Purchaser Indemnified Parties”"Damages"). Company acknowledges and agrees that the foregoing terms of this section and the terms of the other sections of this Agreement are intended to apply REGARDLESS OF THE TIMING, GROUNDS OR NATURE OF ANY PROCEEDINGS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON INDEMNITEE'S NEGLIGENCE, CONTRACT, STATUTE, INTENTIONAL TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT INDEMNITEE WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES, except only to the extent that the Damages are finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to have been caused by the gross negligence or willful misconduct of Indemnitee (and any actions taken with the approval of the Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct). The obligations of Company hereunder shall be applicable to all Proceedings (as defined below) from and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained Damages as set forth in this Agreement (regardless of when Proceedings or Damages occurred or accrued or such Proceedings are commenced or threatened, or whether actions or omissions or other than Section 3.19); (ii) any breachevents on which they are based, nonfulfillment allegedly took place or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY failed to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A.occur, MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on before or after the Effective Time under the MLOA Reinsurance effective date of this Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure commencement or termination of Indemnitee's service as an employee, officer, director or in any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, other capacity for the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy Company as contemplated in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Employment Agreement.

Obligation to Indemnify. (a) Subject to Article IX and this Article X, Each Seller and Parent jointly and severally agree to shall indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”) Persons from and against and in respect of all Purchaser Losses asserted against, imposed upon or incurred by the Company, its Subsidiaries or any of the Purchaser Indemnified Party, arising Persons that arise out of or relating toof: (i) any breach Any undisclosed liability (whether actual or contingent) of its Subsidiaries or arising out of or inaccuracy related to the holding or the purchase of shares by the Company in its Subsidiaries, including but not limited to any liability of the representations and warranties made by Parent Company or Seller contained in this Agreement (other than Section 3.19)its Subsidiaries arising out of the Musiwave Asia Agreements; (ii) Any liability of the Company, the Purchaser or any breachof their Affiliates relating to infringement or relating to the obligation to make payment for the use of any intellectual property rights arising out of the use or distribution by the Company or its Subsidiaries, nonfulfillment directly or default indirectly, through licenses, sublicenses and others, of content including without limitation, ringtones, ringback tones, full-length music, videos, titles, name of performers and authors, disc covers, pictures and images, in the performance of entire world; notwithstanding any of disclosure made pursuant to this Agreement including without limitation the covenants disclosures made pursuant to Section 3.23 and agreements of Parent or Seller contained subject to the right to offset reserves provided for in this AgreementSection 8.4(b); (iii) Any and all costs incurred by the Company, the Purchaser or any Excluded Liabilityof their Affiliates arising out of the transfer of intellectual property rights from Xxxxxx Xxxxxxx to the Company; (iv) any indemnification provided by MONY to shareholders or senior management Any liability of the following Subsidiaries Company, the Purchaser or any of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources their Affiliates relating to the settlement and release of any claim against the Company of any Person that has made an offer for the acquisition of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltdshares of the Company or the acquisition or the lease of substantially all of the Assets of the Company, provided, however that the fifty thousand euros (€50,000) already paid by the Company to such bidder shall be excluded from such indemnification obligation; (v) changes Any liability of the Company, the Purchaser or any of their Affiliates relating to Non-Guaranteed Elements (as defined the shareholders’ agreement relating to the Shares in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance AgreementCompany; orand (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA Any liability of the Administrative Services AgreementCompany, any action taken by such entities or by Parent, Seller the Purchaser or any of their respective Affiliates with respect relating to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties claims made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in Xxxxxxxx against the performance of any of the covenants and agreements of Purchaser contained in this AgreementCompany.

Obligation to Indemnify. Subject to the provisions of this Section IV.G, Company will indemnify and hold Purchaser, its Affiliates, and each of his agents and attorneys, and any person who controls Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Purchaser Parties” and each a “Purchaser Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation (collectively, “Losses”) that any Purchaser Party may suffer or incur as a result of or relating to (a) Subject to Article IX and any breach of any of the representations, warranties, covenants or agreements made by Company in this Article XAgreement or in the other Transaction Documents, Seller and Parent jointly and severally agree to indemnify(b) any action instituted against any Purchaser Party, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and or any of them or their respective directorsAffiliates, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any stockholder of Company who is not an Affiliate of a Purchaser Indemnified Party, with respect to any of the transactions contemplated by the Transaction Documents, unless such action is based upon a breach of Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance, (c) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or in a Registration Statement as amended by any post-effective amendment thereof by Company, or arising out of or relating to: based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (id) any breach untrue statement or alleged untrue statement of a material fact included in any Prospectus, or inaccuracy any amendments or supplements to any Prospectus, in the representations and warranties made by Parent or Seller contained any free writing prospectus, in this Agreement (other than Section 3.19); (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (“issuer information” as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time Rule 433 under the MLOA Reinsurance Agreement without Purchaser’s prior written consent Act, of Company, or in any failure Prospectus together with any combination of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 one or more of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreementfree writing prospectuses, if any, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ie) any breach Purchaser Party becoming involved in any capacity in any proceeding by or against any Person who is a stockholder of or inaccuracy in the representations Company, except as a result of sales, pledges, margin sales and warranties made similar transactions by Purchaser in to or with any current stockholder, solely as a result of Purchaser's acquisition of the Securities under this Agreement; or (ii) provided, however, that Company shall not be obligated to indemnify any breach, nonfulfillment or default Purchaser Party for any Losses finally adjudicated to be caused solely by a false statement of material fact contained within written information provided by such Purchaser Party expressly for the purpose of including it in the performance of any of the covenants and agreements of Purchaser contained in this Agreementapplicable Registration Statement.

Obligation to Indemnify. (a) Subject to Article IX and the limitations set forth in this Article X, if the Closing occurs, Parent Seller and Parent jointly and severally agree agrees to indemnify, defend defend, protect and hold harmless Purchaser and its Affiliates (including MONY from and after including, following the Closing, the Acquired Companies) and its and their respective officers, directors, officersagents, employees, successors and assigns (collectively, the “Purchaser Indemnified PartiesIndemnitees”) from and against all Losses asserted against, imposed upon sustained or incurred by any Purchaser Indemnified Party, Indemnitee to the extent arising out of or relating related to: (i) any breach of or inaccuracy any representation and warranty made to Purchaser by any Seller in the Article IV (other than breaches of representations and warranties made by Parent or Seller of Sellers contained in this Agreement (other than Section 3.194.17, which shall be governed by Section 9.03); (ii) any breach, nonfulfillment or default in the performance breach by any Seller of any of the covenants and agreements of Parent or any Seller contained in this Agreement;Agreement (including its obligations in this Article X and on Schedule 6.03(a)); and (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited Assets and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any DistributorLiabilities. (b) Subject to Article IX and to the limitations set forth in this Article X, if the Closing occurs, Purchaser agrees to indemnify, defend defend, protect and hold harmless Parent Seller and its Affiliates and its and their respective officers, directors, officersagents, employees, successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) from and against all Losses asserted against, imposed upon sustained or incurred by any Seller Indemnified Party, Indemnitee to the extent arising out of or relating related to: (i) any breach of or inaccuracy in the representations any representation and warranties warranty made to Sellers by Purchaser or Purchaser Parent in this Agreement; orArticle V; (ii) any breach, nonfulfillment or default in the performance breach of any of the covenants and agreements of Purchaser or Purchaser Parent contained in this Agreement (including its obligations in this Article X and on Schedule 6.03(a)); (iii) any claims to the extent related to the operation of the Business following the Closing Date, except to the extent Sellers are obligated to indemnify the Purchaser Indemnitees pursuant to Section 10.02(a) in respect thereof; (iv) any amounts paid or required to be paid by Parent Seller or any of its Affiliates under any Host Maui Project Guarantee (other than any amounts paid or required to be paid by Parent Seller or any of its Affiliates pursuant to the Maui Agreement Among Guarantors that arises directly out of a Bad Act of Parent Seller or such Affiliate prior to the Closing); and (v) any amounts required to be paid by Parent Seller or any of its Affiliates for any Liability arising after the Closing under that certain Indemnity Agreement, dated October 29, 2012, by HHC and Host Hotels and Resorts, L.P. for the benefit of Fidelity National Title Insurance Company; provided that such Liability arose from the failure of the Maui JV to have made any required payments under the Maui Construction Loan following Closing. (c) Notwithstanding the provisions of Article IX or this Article X, (i) other than for a claim for indemnification arising out of or related to any breach of the Sellers Fundamental Representations, no Purchaser Indemnitee shall be entitled to indemnification pursuant to Section 10.02(a)(i) for Losses resulting from any single claim or series of related claims that does not exceed $25,000; (ii) other than for a claim for indemnification arising out of or related to any breach of the Sellers Fundamental Representations, no Purchaser Indemnitee shall be entitled to indemnification pursuant to Section 10.02(a)(i) unless and until the total of all Losses suffered or incurred by the Purchaser Indemnitees (other than with respect to claims excluded pursuant to clause (i) above) exceeds an amount equal to $2,000,000, and then only to the extent of such excess; (iii) other than for a claim for indemnification arising out of or related to any breach of the Sellers Fundamental Representations, in no event shall the aggregate amount to be paid for Losses incurred by Purchaser Indemnitees for which such Purchaser Indemnitees are entitled to indemnification pursuant to Section 9.03(a)(iv) or Section 10.02(a)(i) exceed $22,000,000; and (iv) in no event shall the aggregate amount to be paid for Losses incurred by Purchaser Indemnitees for which such Purchaser Indemnitees are entitled to indemnification pursuant to Section 10.02(a) exceed the Final Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the indemnification obligations of any Seller for any Losses resulting from fraud or intentional misrepresentation shall not be subject to any of the limitations contained in this Section 10.02(c). (d) Notwithstanding the provisions of this Article X, in no event shall the aggregate amount to be paid for Losses incurred by Seller Indemnitees for which such Seller Indemnitees are entitled to indemnification pursuant to Section 10.02(b)(iv) (other than for Losses that arise directly out of a Bad Act of Purchaser or its Affiliates (including, following the Closing, the Acquired Companies) from and after the Closing) exceed $36,670,000. (e) Notwithstanding anything herein to the contrary, no Person shall, in any event, be liable under Section 9.03 or this Article X to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof, except as may be asserted in connection with any Third Party Claim. Nothing in this Section 10.02(e) shall be construed to limit in any respect the Losses that Sellers may recover from Purchaser in the event that Purchaser fails to proceed to the Closing in breach of this Agreement. (f) No Seller shall have any Liability under Section 9.03 or this Article X to the Purchaser Indemnitees in respect of any Losses to the extent (but only to the extent) that: (i) the provision or reserve in respect of any Liability or other matter giving rise to the Loss (or any part thereof) was made in the Latest Balance Sheet or in the Closing ANWC Statement; (ii) the Loss (or any part thereof) in question arises, or is increased, as a result of a change after the Closing (unless otherwise required by Applicable Law) in any accounting policy, any Tax reporting practice or accounting method or the length of any accounting period for Tax purposes of any Acquired Company; or (iii) the Purchaser Indemnities otherwise recovered for the Loss (or any part thereof) in question under any other Transaction Document. (g) The amount of any Losses under Section 9.03 or this Article X sustained by a Purchaser Indemnitee or a Seller Indemnitee shall be reduced by (i) any amount actually received by such Purchaser Indemnitee or Seller Indemnitee with respect thereto under any insurance coverage (net of any retention amounts, recovery costs, increases in premium and related deductible payable by the Indemnified Person or any such Affiliates in connection therewith), including pursuant to Section 7.07, or from any other Person alleged to be responsible therefor, and (ii) any Tax Benefit attributable to the Loss or to the facts giving rise to the Loss, which Tax Benefit is Actually Realized in the two (2) years beginning with the taxable year of such Loss. The existence of a claim for monies by a Purchaser Indemnitee or a Seller Indemnitee against an insurer or other third party in respect of any Losses shall not, however, unreasonably delay any payment otherwise due and owing under this Article X so long as such Purchaser Indemnitee or Seller Indemnitee is using commercially reasonable efforts to collect against such claim in accordance with the immediately following sentence. The Purchaser Indemnitees and the Seller Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have responsibility and to cause any Tax Benefit with respect to the Loss to be Actually Realized in the two (2) years beginning with the taxable year of such Loss. If a Purchaser Indemnitee or a Seller Indemnitee has a Tax Benefit Actually Realized in the two (2) years beginning with the taxable year of the Loss or actually receives an amount under insurance coverage or from such other Person relating to Losses sustained at any time subsequent to any indemnification payment pursuant to Section 9.03 or this Article X, then such Purchaser Indemnitee or Seller Indemnitee shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount actually received by such Purchaser Indemnitee or Seller Indemnitee, as applicable, net of any retention amounts, recovery costs, increases in premium and related deductible payable by the Indemnified Person or any such Affiliates in connection therewith. (h) Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification under Section 9.03 or this Article X, and the Indemnifying Party shall not be required to make any payment to an Indemnified Party in respect of such Loss to the extent such Indemnified Party has failed to comply with the foregoing obligation. (i) Upon making any indemnification payment under Section 9.03 or this Article X, the Indemnifying Party may, to the extent of such payment and if permitted under applicable Contracts or insurance policies, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the indemnification payment relates. Without limiting the generality of any other provision hereof, each such Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (j) No Party shall have any right to set-off any Losses under Section 9.03 or this Article X against any payments to be made by such Party or Parties pursuant to this Agreement or any other agreement among any of the Parties or their respective Affiliates.

Obligation to Indemnify. (a) Subject to Article IX and the limitations set forth in this Article XXI, Seller and Parent jointly and severally agree MONY agrees to indemnify, defend and hold harmless Purchaser and its Affiliates the AEGON Controlled Group (including MONY from and after the Closing) and its and their respective directors, officers, employees, Affiliates, successors and assigns (collectively, the “Purchaser Indemnified Parties”permitted assigns) from and against all Losses asserted against(as hereinafter defined), imposed upon based upon: (i) any claims, actions or incurred by any Purchaser Indemnified Party, arising proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring on or relating to: prior to the Closing Date, (iii) any breach of or inaccuracy in the representations and warranties made without giving effect to (a) any knowledge or materiality qualification therein or (b) any exceptions to such representations and warranties or other disclosures set forth on the schedules thereto or otherwise disclosed to the AEGON Controlled Group as contemplated by Parent or Seller contained in this Agreement Agreement, (other than Section 3.19); (iiiii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements agreements, of Parent or Seller the Selling Parties contained in this Agreement; , or in any certificate or document delivered by the Selling Parties (iiior either of them) pursuant to any Excluded Liability; of the provisions of, or in connection with, this Agreement, (iv) any indemnification provided by Tax liability of MONY to shareholders or senior management its Affiliates (including any related interest or penalties) assessed against any member of the following Subsidiaries AEGON Controlled Group which relates to Taxes arising out of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A.or related to the Business for any taxable period ending on or prior to the Closing Date or which is incurred as a result of events which occur on the Closing Date, MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on any Excluded Liabilities and any claim of any Person other than AEGON or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations its Affiliates with respect to Non-Guaranteed Elements that satisfy the requirements or arising out of Section 2.4 of the MLOA Reinsurance Agreement; or any Excluded Liability, (vi) any breach by liability assessed against any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA member of the Administrative Services AEGON Controlled Group arising out of or relating to any Plan, (vii) any failure by 140 MONY to comply with any "bulk sales" laws applicable to the transactions contemplated hereby and (viii) any fees or commissions incurred by MONY in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, any action taken the indemnification by such entities or by Parent, Seller or any of their respective Affiliates MONY herein with respect to any Distributor breach or the failure inaccuracy of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required its representations and warranties set forth in Section 3.27(b)(iii) and Section 3.27(d)(i) shall continue to be taken limited to the knowledge qualification contained therein and, in addition, the indemnifications by it MONY herein with respect to any Distributorbreach or inaccuracy of any of MONY's representations and warranties with respect to environmental matters set forth in Section 3.04(a) shall be limited to those arising from the use and occupancy by MONY of the Leased Real Property. As used in this Article XI, Loss and/or Losses shall mean claims, losses, liabilities, damages, deficiencies, costs or expenses (including, without limitation, as to losses incurred on or prior to the second anniversary of the Closing Date, interest at the Base Rate announced from time to time by Citibank, N.A, New York, New York, as its Base Rate from the date any such Loss is suffered until such obligation to indemnify is actually paid, penalties and reasonable attorneys' fees and disbursements). (b) Subject to Article IX and to the limitations set forth in this Article XXI, Purchaser AEGON agrees to indemnify, defend and hold harmless Seller MONY (and its Affiliates and its and their respective directors, officers, employees, Affiliates, successors and assigns (collectively, the “Seller Indemnified Parties”permitted assigns) from and against all Losses asserted againstLosses, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: based upon: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) without giving effect to any knowledge or materiality qualification therein or any exceptions to such representations and warranties set forth on the schedules thereto, or any breach, nonfulfillment or default in the performance of any of the covenants and agreements agreements, of Purchaser 141 either of the Acquiring Parties contained in this Agreement, or in any certificate or document delivered by the Acquiring Parties (or any of them) pursuant to any of the provisions of, or in connection with, this Agreement, (ii) any Tax liability (including any related interest or penalties) which relates to Taxes arising out of or relating to the Business or any Transferred Asset for any taxable period ending after the Closing Date, (iii) any claims, actions or proceedings relating to the Assigned and Assumed Contracts which arise out of events occurring after the Closing Date, (iv) the Assumed Liabilities and any claim of any Person other than MONY or its Affiliates with respect to or arising out of any Assumed Liability, (v) any fees or commissions incurred by either Acquiring Party in connection with the transactions contemplated by this Agreement or (vi) any actions taken by Parent or AUSA Life after the Closing Date with respect to the Continuing Employees.

Obligation to Indemnify. (a) Subject to the limitations on survival set forth in Article IX of this Agreement and to the limitations set forth in this Article X, Seller and Parent jointly and severally agree to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) Closing Date, Cedant hereby indemnifies each of Reinsurer and its directors, officers, employees, representatives, Affiliates, successors and their permitted assigns (collectively, the “Reinsurer Indemnified Parties”) against, and agrees to hold each of the Reinsurer Indemnified Parties harmless from, any and all Losses incurred or suffered by any Reinsurer Indemnified Party arising out of (i) any inaccuracy or breach of any representation or warranty made by Cedant pursuant to this Agreement and Reinsurance Agreement No. I, (ii) any breach of a covenant or agreement made or to be performed by Cedant pursuant to this Agreement and Reinsurance Agreement No. 1, or (iii) any Retained Liability (including, without limitation, any failure by Cedant to perform or in due course pay and discharge any Retained Liability). (b) Subject to the limitations on survival set forth in Article IX of this Agreement and to the limitations set forth in this Article X, from and after the Closing Date, Reinsurer hereby indemnifies each of Cedant and its respective directors, officers, employees, representatives, Affiliates, successors and permitted assigns (collectively, the “Purchaser Cedant Indemnified Parties”) from against, and against agrees to hold each of the Cedant Indemnified Parties harmless from, any and all Losses asserted against, imposed upon incurred or incurred suffered by any Purchaser Cedant Indemnified Party, Party arising out of or relating to: (i) any inaccuracy or breach of any representation or inaccuracy in the representations and warranties warranty made by Parent or Seller contained in Reinsurer pursuant to this Agreement (other than Section 3.19); and Reinsurance Agreement No. I, (ii) any breach, nonfulfillment breach of a covenant or default in the performance of any of the covenants agreement made or to be performed by Reinsurer pursuant to this Agreement and agreements of Parent Reinsurance Agreement No. 1 or Seller contained in this Agreement; (iii) any Excluded Liability;all Assumed Liabilities. (ivc) Each Indemnified Party shall be obligated to use its reasonable best efforts to mitigate to the extent reasonably practicable the amount of any Loss for which it is entitled to seek indemnification hereunder; provided, however that the provisions of this Section 10.01(c) shall not limit or affect the Indemnifying Party’s indemnification obligation hereunder. (d) Upon making any indemnification provided by MONY payment, the Indemnifying Party will, to shareholders or senior management the extent of such payment, be subrogated to all rights of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources Indemnified Party against any third party in respect of the Americas Limited Loss to which such indemnification payment relates; provided, however, that, until the Indemnified Party recovers full payment of its Loss, any and MONY Consultoria e Corretagem de Seguros Ltd;all claims of the Indemnifying Party against any such third party on account of such indemnification payment are hereby made expressly subordinate and subject in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality of any other provision hereof, the Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights set forth in this Section 10.01(d). (ve) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made The amount of any Loss sustained by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or an Indemnified Party shall be reduced by any failure of MLOA to implement Purchaser’s recommendations amount received by such Indemnified Party with respect to Non-Guaranteed Elements that satisfy such Loss under any insurance coverage or from any other party alleged to be responsible therefor. The Indemnified Party shall use reasonable efforts to collect any amounts available in respect of such Loss under any insurance coverage and from any other party alleged to be responsible for such Loss. If the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, Indemnified Party receives an amount under insurance coverage or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates from another party with respect to any Distributor or Loss after being indemnified for such Loss pursuant to this Section 10.02, then the failure Indemnified Party shall promptly reimburse the Indemnifying Party for the amount of any indemnity paid by such entities or of Parent, Seller or any of their respective Affiliates Indemnifying Party up to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any amount of the covenants and agreements of Purchaser contained in this Agreementinsurance or other recovery actually received.

Obligation to Indemnify. (a) a. Subject to Article IX and the limitations set forth in this Article X, if the Closing occurs, Seller and Parent jointly and severally agree agrees to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employees, successors Affiliates, successors, permitted assigns, agents and assigns Representatives (collectively, the “Purchaser Indemnified PartiesIndemnitees”) from and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or relating to: resulting from: (i) any breach of or inaccuracy in any of the representations and warranties made by Parent in Article IV that survive the Closing (in each case disregarding, for the sole purpose of calculating Losses, any qualifier therein with respect to materiality or Seller contained Material Adverse Effect or any specified quantitative threshold; provided that any such qualifier or threshold shall not be disregarded for the purpose of determining whether or not a breach has occurred) or in this Agreement (other than Section 3.19); the Deed; (ii) any breach, nonfulfillment or default in the performance breach of any of the covenants and agreements of Parent or Seller contained in this Agreement; ; (iii) any the Excluded Liability; Liabilities; and (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any DistributorAssets. (b) b. Subject to Article IX and to the limitations set forth in this Article X, if the Closing occurs, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its Affiliates, and their respective directors, officers, employees, successors Affiliates, successors, permitted assigns, agents and assigns Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) ), from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: resulting from: (i) any breach of or inaccuracy in any of the representations and warranties made by Purchaser contained in this AgreementArticle V that survive the Closing (in each case disregarding, for the sole purpose of calculating Losses, any qualifier therein with respect to materiality or any specified quantitative threshold; or provided that any such qualifier or threshold shall not be disregarded for the purpose of determining whether or not a breach has occurred); (ii) any breach, nonfulfillment or default in the performance breach of any of the covenants and agreements of Purchaser contained in this Agreement; (iii) the Assumed Liabilities; (iv) the ownership, use, operation, registration, maintenance, licensing or further transfer of the Purchased Assets from and after the Closing and the conduct of the Business from and after the Closing; and (v) Purchaser’s performance, or failure to perform, and Seller’s performance on Purchaser’s behalf or as Purchaser’s agent, of obligations under the Non-Assignable Assets. c. Seller shall not be required to indemnify the Purchaser Indemnitees pursuant to Section 10.2(a)(i) unless and until the aggregate Losses incurred by the Purchaser Indemnitees in connection with such clause exceed Three Hundred and Fifty Thousand Dollars ($350,000) (such amount, the “Threshold Amount”), at which time the Purchaser Indemnitees shall be entitled to indemnification for all Losses (subject to the Cap) incurred by the Purchaser Indemnitees in connection with such clause (including all Losses incurred prior to exceeding the Threshold Amount). The aggregate amount for which Seller shall be liable under Section 10.2(a) shall in no event exceed Five Million Dollars ($5,000,000) (such amount, the “Cap”). In calculating the amount of Losses of the Purchaser Indemnitees under Section 10.2(a)(i), all Losses which individually total less than Five Thousand Dollars ($5,000) (such amount, the “Mini-Basket”) shall be excluded in their entirety (and such items shall not be aggregated for purposes of calculating the Threshold Amount), and the Purchaser Indemnitees shall not have any recourse against Seller for such Losses. d. The aggregate amount for which Purchaser shall be liable under Section 10.2(b) shall in no event exceed the Cap. Purchaser shall not be required to indemnify the Seller Indemnitees pursuant to Section 10.2(b)(i) unless and until the aggregate Losses incurred by the Seller Indemnitees in connection with such clause exceed the Threshold Amount, at which time the Seller Indemnitees shall be entitled to indemnification for all Losses (subject to the Cap) incurred by the Seller Indemnitees in connection with such clause (including all Losses incurred prior to exceeding the Threshold Amount). In calculating the amount of Losses of the Seller Indemnitees under Section 10.2(b)(i), all Losses which individually total less than the Mini-Basket shall be excluded in their entirety (and such items shall not be aggregated for purposes of the immediately prior sentence), and the Seller Indemnitees shall not have any recourse against Purchaser for such Losses. e. Notwithstanding anything herein to the contrary, none of the Purchaser Indemnitees shall be entitled to indemnification under this Article X by Seller for any Losses arising from any matter of which Purchaser had Knowledge at or prior to the Closing, including the breach of any representation, warranty or covenant of Seller in this Agreement that gives rise to such Losses, but excluding the Excluded Liabilities and the Excluded Assets. f. Notwithstanding anything herein to the contrary, no Person shall, in any event, be liable under this Article X to any other Person for any consequential, incidental, indirect, special or punitive damages of such other Person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof (provided that such limitation with respect to profits shall not limit Seller’s right to recover contract damages in connection with Purchaser’s failure to close in violation of this Agreement). g. Seller shall have no liability under this Article X to the Purchaser Indemnitees in respect of any Losses to the extent that: i. provision or reserve in respect of any Liability or other matter giving rise to the Loss (or any part thereof) was made in the Latest Balance Sheet; ii. the Loss (or any part thereof) would not have arisen but for an act, omission or transaction on the part of, or carried out by, Purchaser or an Affiliate of Purchaser; iii. the Loss (or any part thereof) in question arises, or is increased, as a result of any increases in rates of taxation or any change in Applicable Law or published practice of a Tax authority made after the date of this Agreement with retrospective effect; or iv. the Loss (or any part thereof) in question arises, or is increased, as a result of elections made or actions taken by Purchaser or an Affiliate of Purchaser after the Transfer Time, including a change after the Closing in any accounting policy, any Tax reporting practice or the length of any accounting period for Tax purposes of the Business. h. The amount of any Losses under this Article X sustained by a Purchaser Indemnitee or a Seller Indemnitee shall be reduced by any amount received by such Purchaser Indemnitee or Seller Indemnitee with respect thereto under any insurance coverage or from any other Person alleged to be responsible therefor, and by the amount of any Tax benefit realized with respect to the Loss. The Purchaser Indemnitees and the Seller Indemnitees shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have responsibility and to realize any Tax benefit with respect to the Loss. If a Purchaser Indemnitee or a Seller Indemnitee realizes a Tax benefit or receives an amount under insurance coverage or from such other Person with respect to Losses sustained at any time subsequent to any indemnification payment pursuant to this Article X, then such Purchaser Indemnitee or Seller Indemnitee shall promptly reimburse the applicable Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount realized or received by the Purchaser Indemnitee or the Seller Indemnitee, as applicable. i. Each Indemnified Party shall be obligated to use its commercially reasonable efforts to mitigate to the fullest extent practicable the amount of any Loss for which it is entitled to seek indemnification under this Article X, and the Indemnifying Party shall not be required to make any payment to an Indemnified Party in respect of such Loss to the extent such Indemnified Party has failed to comply with the foregoing obligation. j. Upon making any indemnification payment under this Article X, the Indemnifying Party will, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Loss to which the payment relates; provided that until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of said payment are hereby made expressly subordinated and subjected in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality of any other provision hereof, each such Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights. k. Neither Party shall have any right to set-off any Losses under this Article X against any payments to be made by such Party pursuant to this Agreement or any other agreement between the Parties.

Obligation to Indemnify. (a) Subject to Article IX and this Article XSupplier shall defend, Seller and Parent jointly and severally agree to indemnify, defend and hold EMC, its Channel Partners and End Users harmless Purchaser against any third party liabilities, claim demands, suits (and its Affiliates (including MONY from any costs, judgments and after the Closingsettlement amounts associated therewith) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or relating to: alleging that (i) any breach the use or disposition of a Products infringes a patent, copyright, or inaccuracy in the representations and warranties made by Parent trademark, or Seller contained in this Agreement (other than Section 3.19); misappropriates a trade secret of a third party, or (ii) any breach, nonfulfillment or default in the performance of any claims based on a breach of the covenants Product warranty provided by Supplier, provided Supplier receives (i) prompt notice in writing of such claim; (ii) sole control over the defense and agreements of Parent or Seller contained in this Agreement; settlement thereof and (iii) reasonable cooperation from EMC, as applicable, at Supplier’s expense in response to a Supplier request for assistance. When settling or compromising any Excluded Liability; (iv) claim, Supplier shall not, without EMC’s written approval, make any indemnification provided by MONY admission of facts that expose EMC to shareholders the imposition of punitive damages or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) other claims that are made not covered by MLOA on or after the Effective Time this indemnification. Supplier shall carry and maintain general liability insurance to cover Supplier’s obligations under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with this Section. With respect to Non-Guaranteed Elements that satisfy intellectual property infringement claims, should any Products become, or in Supplier’s opinion be likely to become, the requirements subject of Section 2.4 of such a claim, Supplier shall, at its option and expense, (a) procure for EMC, Channel Partners and End Users the MLOA Reinsurance right to make continued use thereof in accordance with this Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject replace or modify Products so that it becomes non-infringing but with substantially equivalent functionality and performance or (c) if neither (a) nor (b) are reasonably available, accept return of the affected Products and upon receipt thereof refund to Article IX and EMC the price paid therefor by EMC to this Article XSupplier, Purchaser agrees less straight-line depreciation based on a five (5) year useful life. Supplier shall have no liability for alleged infringement based on (1) use for a purpose or in a manner for which the Product was not designed; (2) use of any older version of a Product when use of a newer revision made available by Supplier to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns EMC would have avoided the infringement; (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i3) any breach of or inaccuracy in the representations and warranties modification made without Supplier’s written approval; (4) any modifications made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment Supplier pursuant to EMC’s or default in the performance of any of the covenants and agreements of Purchaser contained in this AgreementEnd User’s specific instructions. THIS SECTION 12.1 STATES THE ENTIRE LIABILITY OF SUPPLIER AND EMC’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS.

Obligation to Indemnify. (a) Subject to Article IX and this Article XSection 8.1(c), Seller and Parent Sellers, jointly and severally severally, agree to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after Buyer, the Closing) and its Company, and their respective directors, officers, stockholders, employees, representatives, agents, Affiliates, successors and assigns (each a “Buyer Indemnified Party” and collectively, the “Purchaser Buyer Indemnified Parties”) from and against against, and will pay to the Buyer Indemnified Parties the amount of, all Losses asserted against, imposed upon resulting from or incurred by any Purchaser Indemnified Party, arising out of or relating to:in connection with the following (collectively, the “Buyer Indemnification Events”): (i) any inaccuracy in or any breach of any representation or inaccuracy in the representations and warranties warranty, made by Parent or Seller contained Sellers in this Agreement (including the Disclosure Schedules), the Transaction Documents or any other than Section 3.19)certificate or document delivered by Sellers pursuant to this Agreement; (ii) any breach, nonfulfillment failure to perform or default comply with any covenant or obligation of Sellers contained in the performance of this Agreement or any of the covenants and agreements of Parent or Seller contained in this Agreementother Transaction Documents; (iii) any Excluded Liabilitymatter described on Exhibit E attached hereto; (iv) any indemnification services provided by, or any product shipped or manufactured by MONY or on behalf of, the Company prior to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd;Closing Date; or (v) changes any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are have been made by MLOA on any such Person with either of Sellers or after with the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent Company (or any failure of MLOA to implement Purchaser’s recommendations Person acting on their behalf) in connection with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 any of the MLOA Reinsurance transactions contemplated by this Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and its each of Sellers and their respective directorsrepresentatives, officers, employeesheirs, successors and assigns (each a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) from and against against, and will pay to the Seller Indemnified Parties the amount of, all Losses asserted against, imposed upon resulting from or incurred by any Seller Indemnified Party, arising out of or in connection with the following (collectively, the “Seller Indemnification Events”): (i) any inaccuracy in or any breach of any representation or warranty made by Buyer in this Agreement, the Transaction Documents, or in any certificate delivered by Buyer pursuant to this Agreement (ii) any failure to perform or comply with any covenant or obligation of Buyer contained in this Agreement or in any of the Transaction Documents; (iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by the Agreement. (c) Sellers’ aggregate liability (for indemnification or otherwise) with respect to Losses resulting from, arising out of, or relating toto this Agreement shall be limited to $6,500,000. In addition, and notwithstanding anything to the contrary contained in this Agreement, Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Sections 8.1(a)(i) or (iv), or, to the extent relating to any failure to perform or comply prior to the Closing Date, Section 8.1(a)(ii) unless: (i) any breach the Losses with respect to the matter giving rise to a claim are greater than Ten Thousand Dollars ($10,000) to the extent such Losses arise or result from different causes of action (“Small Claims”), provided that the Buyer Indemnified Parties may make a claim for indemnification for different Small Claims which arise or inaccuracy result from the same cause of action, if such related Losses together exceed One Hundred Thousand Dollars ($100,000) or at such time that the aggregate of all Small Claims, whether or not related, exceed One Hundred Thousand Dollars ($100,000), subject in all cases, to the representations and warranties made by Purchaser in other limitations of this AgreementSection 8.1(c); orand (ii) the total of all Losses with respect to such matters exceeds an amount equal to Four Hundred Thousand Dollars ($400,000) (the “Deductible”), and then only for the amount by which such Losses exceed such Deductible. In addition, the amount of any breachLosses shall be reduced by any amount finally received by a Buyer Indemnified Party under any insurance coverage. Buyer Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage. Notwithstanding the foregoing, nonfulfillment Losses may include any adverse effect to the Buyer Indemnified Party’s insurance policy to the extent the adverse effect is the result of paying the claim for Losses, including, without limitation, the cost of higher premiums or default in the performance cost of cancellation of such insurance policy and the increased cost for any replacement policy. The limitations of this Section 8.1(c) will not apply to any breach or inaccuracy of any of Sellers’ representations and warranties of which either Seller had Knowledge at any time prior to the covenants date on which such representation and agreements of Purchaser contained in warranty is made or any intentional failure by either Seller to perform any covenant or obligation required to be performed under this AgreementAgreement or the Transaction Documents, and Sellers will be jointly and severally liable for all Losses with respect to such breaches, inaccuracies and failures to perform.

Obligation to Indemnify. (a) Subject to Article IX and the limitations set forth in this Article XXVI, Seller and Parent jointly and severally agree to the Company shall, indemnify, defend and hold harmless Purchaser the Reinsurer and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employeesRepresentatives, successors and assigns (collectively, the “Purchaser Reinsurer Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by the Reinsurer Indemnified Parties to the extent arising from: (i) any Purchaser inaccuracy in or breach of the representations and warranties made by the Company contained in Article XV of this Agreement; or (ii) any breach or failure by the Company to perform any of its covenants or obligations contained in this Agreement or any failure by Hopmeadow Acquisition, Inc. to have obtained the Reinsurer’s prior written consent to any amendments, modifications, terminations, waivers or any other supplements to the Reinsured Business Fundamental Representations or Reinsured Business Pre-Closing Covenants to the extent required under the Binder. (b) Subject to the limitations set forth in this Article XVI, the Reinsurer shall indemnify, defend and hold harmless the Company and its Affiliates and Representatives, successors and assigns (collectively, the “Company Indemnified Party, Parties”) from and against all Losses incurred by the Company Indemnified Parties to the extent arising out of or relating tofrom: (i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained the Reinsurer in Article XV of this Agreement (other than Section 3.19);Agreement; or (iia) any breach, nonfulfillment breach or default in failure by the performance of Reinsurer to perform any of the its covenants and agreements of Parent or Seller obligations contained in this Agreement;. (iiic) The parties shall not be required to indemnify, defend or hold harmless any Excluded Liability;Indemnified Party against any Losses pursuant to Section 16.2(a)(i) or Section 16.2(b)(i) (other than Losses to the extent arising as a result of the inaccuracy or breach of any representation or warranty made by the Company in Section 15.1(a) and made by the Reinsurer in Section 15.2(a), as to which the limitations in this sentence shall not apply) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) (i) with respect to Losses pursuant to Section 16.2(a)(i), until the aggregate amount of the Buyer Indemnified Parties’ Losses (as such terms are defined in the Stock and Asset Purchase Agreement), which shall be deemed to include (A) all Reinsurer Indemnified Parties’ Losses under Section 16.02(a)(i) hereto, (B) all Buyer Indemnified Parties’ Losses under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and (C) all Reinsurer Indemnified Parties’ Losses (as such terms are defined in the HLIC Reinsurance Agreement) under Section 16.02(a)(i) of the HLIC Reinsurance Agreement, exceeds $41,250,000, after which the Company shall, subject to the immediately succeeding sentence and unless not required under Section 16.2(d) hereof, be obligated to indemnify and hold harmless such Indemnified Parties against all Reinsurer Indemnified Parties’ Losses that in the aggregate are in excess of the $41,250,000 in Buyer Indemnified Parties’ Losses referred to above, and (ii) with respect to Losses pursuant to Section 16.2(b)(i), until the aggregate amount of (A) the Company Indemnified Parties’ Losses under Section 16.2(b)(i) hereto and (B) the Company Indemnified Parties’ Losses (as such terms are defined in the HLIC Reinsurance Agreement), exceeds $12,000,000, after which the Reinsurer shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless such Indemnified Parties against all Losses of such Indemnified Parties that in the aggregate are in excess of such amount. The cumulative aggregate liability (A) of the Company under Section 16.2(a)(i) of this Agreement and of HLIC under Section 16.2(a)(i) of the HLIC Reinsurance Agreement shall in no event exceed $66,000,000, and (B) of the Reinsurer under Section 16.2(b)(i) of this Agreement and Section 16.2(b)(i) of the HLIC Reinsurance Agreement shall in no event exceed $66,000,000. (ivi) The Company shall not be required to indemnify, defend or hold harmless any Reinsurer Indemnified Party against any Losses pursuant to Section 16.2(a)(i) except to the extent that the Company has recovered under the indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements Seller (as defined in the MLOA Reinsurance Stock and Asset Purchase Agreement) that are provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or recovered from HFSG (as defined in the Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) in the same or greater amount with respect to the same Losses (“Seller Indemnification Claim”) and in no event shall any indemnification payment made by MLOA on the Company to the Reinsurer Indemnified Party exceed any indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or after recovered from HFSG (as defined in the Effective Time Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) with respect to the corresponding Seller Indemnification Claim; provided, however, that if the Buyer Indemnified Parties have recovered $330 million pursuant to the indemnification provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and the requirements set forth in Section 16.2(c) of this Agreement have been satisfied, the requirements of this sentence shall not preclude an indemnification recovery by the Reinsurer Indemnified Party (subject to the other limitations set forth in this Agreement, including Section 16.2(c); provided, further, that any amounts (A) offset by Seller against indemnification payments due to the Company pursuant to the Stock and Asset Purchase Agreement or (B) recovered from a third Person not affiliated with Seller or the Company pursuant to Section 13.06(b) of the Stock and Asset Purchase Agreement, in each case, shall not be taken into account for purposes of determining the indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the MLOA Reinsurance Stock and Asset Purchase Agreement without Purchaser’s with respect to the corresponding Seller Indemnification Claim, except in the case of the foregoing clause (A) to the extent that there is a quantifiable, realizable and direct benefit to the Reinsurer and in such event the amount shall be taken into account for purposes of determining such indemnification payment. (ii) If the facts and circumstances that underlie a Seller Indemnification Claim arise out of or relate solely to the Covered Liabilities (a “Covered Liability Seller Indemnification Claim”), the Company shall act as directed by the Reinsurer Indemnified Party regarding the pursuit, litigation and resolution of such Covered Liability Seller Indemnification Claim and shall not settle or compromise any such Covered Liability Seller Indemnification Claim except with the prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance AgreementReinsurer Indemnified Party; or (viprovided, however, that the Company shall have no obligations pursuant to this Section 16.2(d)(ii) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA unless the Reinsurer has promptly paid all of the Administrative Services AgreementCompany’s costs and expenses, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Partyincluding reasonable attorneys’ fees, arising out of or relating to:to pursuing such indemnification claim, as such costs and expenses are incurred. The Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of plaintiffs, hearings and other proceedings relating to such Covered Liability Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in their possession relating to any Covered Liability Seller Indemnification Claim (except to the extent that such action would result in a loss of attorney-client privilege as to any material matter). For the avoidance of doubt, the parties acknowledge that the Company shall have no liability to a Reinsurer Indemnified Party for any Losses that such Reinsurer Indemnified Party may suffer, sustain or otherwise incur in respect of the outcome or consequences of the Company’s making any such Covered Liability Seller Indemnification Claim on the Reinsurer Indemnified Party’s behalf. (iiii) If the Company brings on its own behalf, for Losses relating to the business of the Company other than the Covered Liabilities, a claim under the Stock and Asset Purchase Agreement that is based on the same facts and circumstances that underlie a Covered Liability Seller Indemnification Claim (a “Related Seller Indemnification Claim”), the Company shall cooperate in pursuing, and the Reinsurer Indemnified Party shall be entitled to participate fully with the Company in, any breach such Related Seller Indemnification Claim. The Reinsurer Indemnified Party shall be entitled to participate in such Related Seller Indemnification Claim with internal counsel or with outside counsel (at its own expense) reasonably acceptable to the Company, and the Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of plaintiffs, hearings and other proceedings. Counsel for the Reinsurer Indemnified Party also shall be given a reasonable opportunity to comment upon and make recommendations with respect to all memoranda of law, pleadings and briefs and other documents relating to such Related Seller Indemnification Claim, and the Company and its counsel shall consider in good faith such comments and recommendations of counsel for the Reinsurer Indemnified Party and shall not unreasonably reject any such comments or inaccuracy recommendations after giving due consideration to the relative proportions in which the Company and the Reinsurer are affected by the Related Seller Indemnification Claim and any related Covered Liability Seller Indemnification Claim, respectively, without taking into account any other disputes or matters under the Stock and Asset Purchase Agreement. The Reinsurer Indemnified Party shall cooperate fully with the Company in the representations and warranties made pursuit or settlement of such Related Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in their possession relating to such Related Seller Indemnification Claim (except to the extent that such action would result in a loss of attorney-client privilege as to any material matter). In no event shall the Company be liable for any costs or expenses, including attorneys’ fees, incurred by Purchaser the Reinsurer Indemnified Party with respect to the matters contemplated in this Agreement; or subsection (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreementiii).

Obligation to Indemnify. (a) Subject to the limitations on survival set forth in Article IX of this Agreement and to the limitations set forth in this Article X, Seller and Parent jointly and severally agree to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) Closing Date, Cedant hereby indemnifies each of Reinsurer and its directors, officers, employees, representatives, Affiliates, successors and their permitted assigns (collectively, the “Reinsurer Indemnified Parties”) against, and agrees to hold each of the Reinsurer Indemnified Parties harmless from, any and all Losses incurred or suffered by any Reinsurer Indemnified Party arising out of (i) any inaccuracy or breach of any representation or warranty made by Cedant pursuant to this Agreement and Reinsurance Agreement No. 1, (ii) any breach of a covenant or agreement made or to be performed by Cedant pursuant to this Agreement and Reinsurance Agreement No. 1, or (iii) any Retained Liability (including, without limitation, any failure by Cedant to perform or in due course pay and discharge any Retained Liability). (b) Subject to the limitations on survival set forth in Article IX of this Agreement and to the limitations set forth in this Article X, from and after the Closing Date, Reinsurer hereby indemnifies each of Cedant and its respective directors, officers, employees, representatives, Affiliates, successors and permitted assigns (collectively, the “Purchaser Cedant Indemnified Parties”) from against, and against agrees to hold each of the Cedant Indemnified Parties harmless from, any and all Losses asserted against, imposed upon incurred or incurred suffered by any Purchaser Cedant Indemnified Party, Party arising out of or relating to: (i) any inaccuracy or breach of any representation or inaccuracy in the representations and warranties warranty made by Parent or Seller contained in Reinsurer pursuant to this Agreement (other than Section 3.19); and Reinsurance Agreement No. 1, (ii) any breach, nonfulfillment breach of a covenant or default in the performance of any of the covenants agreement made or to be performed by Reinsurer pursuant to this Agreement and agreements of Parent Reinsurance Agreement No. 1 or Seller contained in this Agreement; (iii) any Excluded Liability;all Assumed Liabilities. (ivc) Each Indemnified Party shall be obligated to use its reasonable best efforts to mitigate to the extent reasonably practicable the amount of any Loss for which it is entitled to seek indemnification hereunder; provided, however that the provisions of this Section 10.01(c) shall not limit or affect the Indemnifying Party ‘s indemnification obligation hereunder. (d) Upon making any indemnification provided by MONY payment, the Indemnifying Party will, to shareholders or senior management the extent of such payment, be subrogated to all rights of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources Indemnified Party against any third party in respect of the Americas Limited Loss to which such indemnification payment relates; provided, however, that, until the Indemnified Party recovers full payment of its Loss, any and MONY Consultoria e Corretagem de Seguros Ltd;all claims of the Indemnifying Party against any such third party on account of such indemnification payment are hereby made expressly subordinate and subject in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality of any other provision hereof, the Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights set forth in this Section 10.01(d). (ve) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made The amount of any Loss sustained by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or an Indemnified Party shall be reduced by any failure of MLOA to implement Purchaser’s recommendations amount received by such Indemnified Party with respect to Non-Guaranteed Elements that satisfy such Loss under any insurance coverage or from any other party alleged to be responsible therefor. The Indemnified Party shall use reasonable efforts to collect any amounts available in respect of such Loss under any insurance coverage and from any other party alleged to be responsible for such Loss. If the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, Indemnified Party receives an amount under insurance coverage or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates from another party with respect to any Distributor or Loss after being indemnified for such Loss pursuant to this Section 10.02, then the failure Indemnified Party shall promptly reimburse the Indemnifying Party for the amount of any indemnity paid by such entities or of Parent, Seller or any of their respective Affiliates Indemnifying Party up to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any amount of the covenants and agreements of Purchaser contained in this Agreementinsurance or other recovery actually received.

Obligation to Indemnify. (a) Subject The Company hereby undertakes: 1.1. To indemnify you to Article IX the fullest extent permitted by applicable law and this Article Xthe Articles, Seller and Parent jointly and severally agree as each may be amended from time to indemnifytime, defend and hold harmless Purchaser and its Affiliates (including MONY from and for any liability or expense, as detailed below, imposed on Indemnitee due to or in connection with an act performed by such Indemnitee, either prior to or after the Closing) and its and their respective directorsdate hereof, officersin Indemnitee’s capacity as an Office Holder of the Company, employeesincluding, successors and assigns without limitation, as a director, officer, employee, agent, observer or fiduciary of the Company, any subsidiary thereof or any other corporation, collaboration, partnership, joint venture, trust or other enterprise, in which you serve at any time at the request of the Company (collectively, the “Purchaser Indemnified PartiesCorporate Capacity”) ). The term “act performed in Indemnitee’s capacity as an Office Holder” shall include, without limitation, any act, omission and failure to act and any other circumstances relating to or arising from Indemnitee’s service in a Corporate Capacity. Notwithstanding the foregoing, in the event that the Office Holder is the beneficiary of an indemnification undertaking provided by a subsidiary of the Company or any other entity, with respect to his or her Corporate Capacity with such subsidiary or entity, then the indemnification obligations of the Company hereunder with respect to such Corporate Capacity shall only apply to the extent that the indemnification by such subsidiary or other entity does not actually fully cover the indemnifiable liabilities and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or expenses relating tothereto. The following shall be hereinafter referred to as “Indemnifiable Events”: (i) any breach 1.1.1. A monetary liability that you incur or that is imposed on you in favor of another person pursuant to a court judgment, including a judgment given in a settlement entered into consistent with the terms of this Agreement or inaccuracy a decision of an arbitrator that is enforceable against you and approved by a competent court, provided that such acts pertain to one or more of the events set out in the representations Schedule hereto which is an integral and warranties made by Parent or Seller contained in inseparable part of this Agreement (other than Section 3.19the “Schedule”); (ii) any breach1.1.2. Reasonable litigation expenses, nonfulfillment including legal fees that you incur or default which are ordered to pay by a court in connection with proceedings filed against you by or on behalf of the Company or by a third party, or in a criminal proceeding in which you are acquitted, or in a criminal proceeding in which you are convicted of a crime but which does not require criminal intent; 1.1.3. Reasonable litigation expenses, including reasonable legal fees that you incur in connection with an investigation or proceeding conducted against you by an authority authorized to conduct such investigation or proceeding and which concluded without the filing of an indictment against you and without you being subject to a financial obligation as a substitute for a criminal proceeding, or that concluded without the filing of an indictment against you but with the imposition of a financial obligation as a substitute for a criminal proceeding relating to an offence which does not require proof of criminal intent, or in connection with a monetary sanction, within the meaning of the relevant terms in the performance of any Companies Law; 1.1.4. A financial liability that you incur for a payment which you are obligated to make to an injured party as set forth in section 52(54)(A)(1)(a) of the covenants and agreements of Parent or Seller contained Israeli Securities Law, 1965 (the “Securities Law”). 1.1.5. Expenses that you incur in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements connection with Administrative Proceedings (as defined in below) you were involved in, including reasonable litigation fees and attorneys’ fees; for this purpose “Administrative Proceeding” shall mean a proceeding pursuant to Chapters H3 (Imposition of Monetary Sanction by the MLOA Reinsurance AgreementIsrael Securities Authority), H4 (Imposition of Administrative Enforcement Means by the Administrative Enforcement Committee) that are made by MLOA on or after I1 (Settlement for the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent Avoidance of Commencing Proceedings or any failure Cessation of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 Proceedings, Conditioned upon Conditions) of the MLOA Reinsurance AgreementSecurities Law, as shall be amended from time to time; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreement.and

Obligation to Indemnify. (a) Subject to Article IX and this Article X, Seller and Parent jointly and severally agree to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained in this Agreement (other than Section 3.19); (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and Buyer its Affiliates and its and their respective directors, officers, employees, successors directors and assigns (collectively, the “Seller Indemnified Parties”) affiliates from and against all Losses asserted against, imposed upon resulting from or incurred by any Seller Indemnified Party, arising out of or relating to: (i) any breach of or inaccuracy in the representations Excluded Assets and warranties made by Purchaser in this Agreement; or Excluded Liabilities, (ii) any breach, nonfulfillment or default in the performance a breach of any of the its representations, warranties, covenants and agreements contained herein, or in any Transaction Document; (iii) any action brought by any donors against the Seller or the Buyer for the failure of Purchaser contained the Counseling Center to maintain an appropriate composition of Assets in amounts needed to comply with all donor restrictions and to maintain its 501(c)(3) status; (iv) any Liability imposed upon Buyer by reason of Buyer's status as transferee of Seller's Business or Assets or by reason of non-compliance with the bulk-transfer provisions of applicable law in connection with the transactions contemplated hereby; (vi) any Liability for any pre-Closing Tax liability of Seller or any Tax owed by Seller in connection with the consummation of the transactions contemplated herein; (vii) the Shareholders' Loans and any Liabilities relating thereto; or (viii) payments owed to the U.S. Department of Education or other applicable Governmental Agencies for any actions or inactions prior to and up to the Closing Date. (b) Buyer agrees to indemnify, defend and hold harmless the Seller, its officers, directors and affiliates from and against all Losses resulting from or arising out of (i) obligations arising from the conduct of the Business subsequent to Closing and (ii) a breach of any of its representations and warranties, covenants and agreements, and (iii) failure to pay an Assumed Liability. (c) The term "Losses" as used in this AgreementArticle 11 is not limited to matters asserted by Third Parties against Seller or Buyer, but includes Losses incurred or sustained by any of them in the absence of Third Party claims and also include any fines, interest, or payments owed to the U.S. Department of Education or other applicable governmental agencies for improper use of funds. Payments by a party of amounts for which such party is indemnified hereunder shall not be a condition precedent to recovery.

Obligation to Indemnify. (a) Subject to Article IX the terms hereof, Buyer hereby agrees to save, indemnify and this Article X, hold harmless Seller and Parent jointly from, against, and severally agree to indemnifyin respect of, defend and hold harmless Purchaser shall on demand reimburse Seller and its Affiliates Parent for all loss, liability, claim, damage, deficiency, injury and all costs and expenses (including MONY from all attorney fees and after the Closingother defense costs) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”collectively "Losses") from and against all Losses asserted against, imposed upon suffered by Seller or Parent or incurred by any Purchaser Indemnified Party, arising out in respect of or relating to: (i) any misrepresentation or breach of representation or inaccuracy warranty by Buyers in the representations this Agreement, provided Buyer receives a Claim Notice (as hereinafter defined) within any survival period applicable thereto, or (ii) any nonfulfillment of any covenant or agreement to be performed or complied with by Buyers under this Agreement or in any agreement, certificate, document, or instrument executed by any of Buyers and warranties made by Parent delivered to Seller pursuant to or Seller contained in connection with this Agreement (other than Section 3.19the JSA and LMA); (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any DistributorBuyer Liabilities. (b) Subject to Article IX and to this Article Xthe terms hereof, Purchaser Seller hereby agrees to save, indemnify, defend and hold harmless Seller Buyers from, against and its Affiliates in respect of, and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against shall on demand reimburse Buyers for all Losses asserted against, imposed upon suffered or incurred by any Seller Indemnified Party, arising out Buyers in respect of or relating to: (i) any misrepresentation or breach of representation or inaccuracy in the representations and warranties made warranty by Purchaser Seller in this Agreement; or Agreement provided Seller receives a Claim Notice (as hereinafter defined) within any survival period applicable thereto, or (ii) any breach, nonfulfillment or default in the performance of any covenant or agreement to be performed or complied with by Seller or Parent under this Agreement or any agreement, certificate, document, or instrument executed by Seller or Parent and delivered to any of Buyers pursuant to or in connection with this Agreement (other than the covenants JSA and agreements of Purchaser contained the LMA), or (iii) any Excluded Liability; provided that no indemnification shall be available with respect to Losses or Seller's breaches to the extent caused by Buyer or its affiliates in this Agreementconnection with their actions under the LMA.

Obligation to Indemnify. (a) Subject to the limitations on survivability set forth in Article IX 8 and to the limitations set forth in this Article X9, Seller and Parent jointly and severally agree agrees to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employees, successors agents, representatives and assigns Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against all Losses asserted against, (as hereinafter defined) imposed upon or incurred by any Purchaser Indemnified PartyParty arising, arising out of in whole or relating to: in part, from: (i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained in this Agreement (other than Section 3.19); Article 3 or Article 5 hereof, unless Purchaser knew or had reason to know of any breach or inaccuracy prior to Closing; and (ii) any breach, nonfulfillment non-fulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement; (iii) any Excluded Liability; (iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International . Stock Purchase Agreement Family Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor.Company (b) Subject to the limitations on survivability set forth in Article IX 8 and to the limitations set forth in this Article X9, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors agents, representatives and assigns Affiliates (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified PartyParty arising, arising out of in whole or relating to: in part, from: (i) any breach of or inaccuracy in the representations and warranties made by Purchaser contained in this AgreementArticle 4 hereof, unless Seller knew or had reason to know of any breach or inaccuracy prior to Closing; or (ii) any breach, nonfulfillment non-fulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreement; and (iii) Excluded Taxes.

Obligation to Indemnify. (a) Subject to Article IX the terms and conditions of this Article X9, Parent and Seller and Parent jointly and severally agree to indemnifyshall indemnify Purchaser, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and each of their respective directors, officers, employees, successors stockholders and assigns partners (collectivelyeach a “Purchaser Indemnitee” and, collectively the “Purchaser Indemnified PartiesIndemnitees”) from in respect of, and save and hold each Purchaser Indemnitee harmless against all any Losses asserted againstsuch Purchaser Indemnitee suffers, imposed upon sustains or incurred by any Purchaser Indemnified Party, arising out becomes subject to as a result of or relating toby virtue of, without duplication: (i) any the breach of or inaccuracy in the representations and warranties made by of any representation or warranty of Parent or Seller contained in this Agreement (or any other than Section 3.19)Transaction Document; (ii) a breach of or failure to duly and timely perform any breach, nonfulfillment covenant or default in the performance of any of the covenants and agreements agreement of Parent or Seller contained in made pursuant to this AgreementAgreement or any other Transaction Document; (iii) any Excluded Liability; (iv) any indemnification provided claim, demand, action or proceeding brought by MONY any Person against any Purchaser Indemnitee after Closing asserting any Liability arising from Parent’s or Seller’s failure or delay in paying Taxes due prior to shareholders Closing or senior management due after Closing (except income Taxes) with respect to any period or portion of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd;a period prior to Closing; or (v) changes any claim by creditors of Parent or Seller arising out of or based upon the failure of Parent or Seller to Non-Guaranteed Elements satisfy its creditors or to comply with Bulk Sales Laws in connection with the transactions contemplated hereby except to the extent that such claim is a liability or obligation expressly assumed by Purchaser as an Assumed Liability; provided, however, that (1) Parent and Seller shall not be required to indemnify Purchaser Indemnitees in respect of any Losses any Purchaser Indemnitee suffers, sustains or becomes subject to as defined a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) above unless and until the aggregate of all such Losses exceeds $100,000 (the “Indemnification Threshold”), at which point Seller will be obligated to indemnify the applicable Purchaser Indemnitee(s) for all such Losses, from and including the first Dollar thereof and (2) in no event shall Parent or Seller be obligated to indemnify Purchaser Indemnitees in respect of any Losses any Purchaser Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(a)(i) in excess of $4,125,000, in the MLOA Reinsurance Agreement) that are made by MLOA on or after aggregate (the Effective Time under “Indemnification Cap”). Notwithstanding any other provision of this Section 9.2(a), the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy Indemnification Threshold and the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or (vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates Indemnification Cap shall not apply with respect to any Distributor Loss any Purchaser Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of the fraud or the failure of any such entities or willful misconduct on the part of Parent, Seller or their Affiliates. Solely for the purpose of measuring Losses based upon the breach of any of their respective Affiliates representation or warranty or for satisfying the Indemnification Threshold, to take any action required the extent that such representation or warranty is qualified by reference to “materiality” or Material Adverse Effect, such representation or warranty shall be taken by it with respect deemed not to any Distributorcontain such qualifier. (b) Subject to Article IX the terms and to conditions of this Article X9, Purchaser agrees to indemnifyshall indemnify Parent, defend Seller, and hold harmless Seller and its their Affiliates and its and each of their respective directors, officers, employees, successors stockholders and assigns partners (collectivelyeach a “Seller Indemnitee” and, collectively the “Seller Indemnified PartiesIndemnitees”) from in respect of, and save and hold each Seller Indemnitee harmless against all any Losses asserted againstsuch Seller Indemnitee suffers, imposed upon sustains or incurred by any Seller Indemnified Party, arising out becomes subject to as a result of or relating toby virtue of, without duplication: (i) any the breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements representation or warranty of Purchaser contained in this AgreementAgreement or any other Transaction Document; (ii) a breach of or failure to duly and timely perform any covenant or agreement of Purchaser made pursuant to this Agreement or any other Transaction Document; or (iii) any Assumed Liability; provided, however, that (1) Purchaser shall not be required to indemnify Seller Indemnitees in respect of any Losses any Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue of any of the occurrences referred to in Section 9.2(b)(i) above unless and until the aggregate of all such Losses exceeds the Indemnification Threshold, at which point Purchaser will be obligated to indemnify the applicable Seller Indemnitee(s) for all such Losses, from and including the first Dollar thereof and (2) in no event shall Purchaser be obligated to indemnify Seller Indemnitees in respect of any Losses any Seller Indemnitee suffers, sustains, or becomes subject to, as a result of or by virtue of any of the occurrences referred to in Section 9.2(b)(i) in excess of the Indemnification Cap. Notwithstanding any other provision of this Section 9.2(b), the Indemnification Threshold and the Indemnification Cap shall not apply with respect to any Loss any Seller Indemnitee suffers, sustains or becomes subject to as a result of or by virtue the fraud or the willful misconduct on the part of Purchaser. Solely for the purpose of measuring Losses based upon the breach of any representation or warranty or for satisfying the Indemnification Threshold, to the extent that such representation or warranty is qualified by reference to “materiality”, such representation or warranty shall be deemed not to contain such qualifier. (c) The right to indemnification or other remedy based on representations, warranties, covenants, and obligations contained herein or in the other agreements or instruments delivered pursuant hereto will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation, recognizing, in part, the negotiated and agreed allocation of risk, obligation and liability between the parties. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, for Losses attributable to any breach of such representation, warranty, covenant or obligation, recognizing, in part, the negotiated and agreed allocation of risk, obligation and liability among the parties.

Obligation to Indemnify. (a) Subject to Article IX and the limitations set forth in this Article XXVI, Seller and Parent jointly and severally agree to the Company shall, indemnify, defend and hold harmless Purchaser the Reinsurer and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employeesRepresentatives, successors and assigns (collectively, the “Purchaser Reinsurer Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by the Reinsurer Indemnified Parties to the extent arising from: (i) any Purchaser inaccuracy in or breach of the representations and warranties made by the Company contained in Article XV of this Agreement; or (ii) any breach or failure by the Company to perform any of its covenants or obligations contained in this Agreement or any failure by Hopmeadow Acquisition, Inc. to have obtained the Reinsurer’s prior written consent to any amendments, modifications, terminations, waivers or any other supplements to the Reinsured Business Fundamental Representations or Reinsured Business Pre-Closing Covenants to the extent required under the Binder. (b) Subject to the limitations set forth in this Article XVI, the Reinsurer shall indemnify, defend and hold harmless the Company and its Affiliates and Representatives, successors and assigns (collectively, the “Company Indemnified Party, Parties”) from and against all Losses incurred by the Company Indemnified Parties to the extent arising out of or relating tofrom: (i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained the Reinsurer in Article XV of this Agreement (other than Section 3.19);Agreement; or (iia) any breach, nonfulfillment breach or default in failure by the performance of Reinsurer to perform any of the its covenants and agreements of Parent or Seller obligations contained in this Agreement;. (iiic) The parties shall not be required to indemnify, defend or hold harmless any Excluded Liability;Indemnified Party against any Losses pursuant to Section 16.2(a)(i) or Section 16.2(b)(i) (other than Losses to the extent arising as a result of the inaccuracy or breach of any representation or warranty made by the Company in Section 15.1(a) and made by the Reinsurer in Section 15.2(a), as to which the limitations in this sentence shall not apply) with respect to any claim (or series of related claims arising from substantially the same underlying facts, events or circumstances) (i) with respect to Losses pursuant to Section 16.2(a)(i), until the aggregate amount of the Buyer Indemnified Parties’ Losses (as such terms are defined in the Stock and Asset Purchase Agreement), which shall be deemed to include (A) all Reinsurer Indemnified Parties’ Losses under Section 16.02(a)(i) hereto, (B) all Buyer Indemnified Parties’ Losses under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and (C) all Reinsurer Indemnified Parties’ Losses (as such terms are defined in the HLAIC Reinsurance Agreement) under Section 16.02(a)(i) of the HLAIC Reinsurance Agreement, exceeds $41,250,000, after which the Company shall, subject to the immediately succeeding sentence and unless not required under Section 16.2(d) hereof, be obligated to indemnify and hold harmless such Indemnified Parties against all Reinsurer Indemnified Parties’ Losses that in the aggregate are in excess of the $41,250,000 in Buyer Indemnified Parties’ Losses referred to above, and (ii) with respect to Losses pursuant to Section 16.2(b)(i), until the aggregate amount of (A) the Company Indemnified Parties’ Losses under Section 16.2(b)(i) hereto and (B) the Company Indemnified Parties’ Losses (as such terms are defined in the HLAIC Reinsurance Agreement),exceeds $12,000,000, after which the Reinsurer shall, subject to the immediately succeeding sentence, be obligated to indemnify and hold harmless such Indemnified Parties against all Losses of such Indemnified Parties that in the aggregate are in excess of such amount. The cumulative aggregate liability (A) of the Company under Section 16.2(a)(i) of this Agreement and of HLAIC under Section 16.2(a)(i) of the HLAIC Reinsurance Agreement shall in no event exceed $66,000,000, and (B) of the Reinsurer under Section 16.2(b)(i) of this Agreement and Section 16.2(b)(i) of the HLAIC Reinsurance Agreement shall in no event exceed $66,000,000. (ivi) The Company shall not be required to indemnify, defend or hold harmless any Reinsurer Indemnified Party against any Losses pursuant to Section 16.2(a)(i) except to the extent that the Company has recovered under the indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd; (v) changes to Non-Guaranteed Elements Seller (as defined in the MLOA Reinsurance Stock and Asset Purchase Agreement) that are provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or recovered from HFSG (as defined in the Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) in the same or greater amount with respect to the same Losses (“Seller Indemnification Claim”) and in no event shall any indemnification payment made by MLOA on the Company to the Reinsurer Indemnified Party exceed any indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the Stock and Asset Purchase Agreement (or after recovered from HFSG (as defined in the Effective Time Stock and Asset Purchase Agreement) pursuant to Section 14.19 of the Stock and Asset Purchase Agreement) with respect to the corresponding Seller Indemnification Claim; provided, however, that if the Buyer Indemnified Parties have recovered $330 million pursuant to the indemnification provided pursuant to Section 13.01(a)(i) of the Stock and Asset Purchase Agreement and the requirements set forth in Section 16.2(c) of this Agreement have been satisfied, the requirements of this sentence shall not preclude an indemnification recovery by the Reinsurer Indemnified Party (subject to the other limitations set forth in this Agreement, including Section 16.2(c); provided, further, that any amounts (A) offset by Seller against indemnification payments due to the Company pursuant to the Stock and Asset Purchase Agreement or (B) recovered from a third Person not affiliated with Seller or the Company pursuant to Section 13.06(b) of the Stock and Asset Purchase Agreement, in each case, shall not be taken into account for purposes of determining the indemnification payment received by the Company from the Seller under Section 13.01(a)(i) of the MLOA Reinsurance Stock and Asset Purchase Agreement without Purchaser’s with respect to the corresponding Seller Indemnification Claim, except in the case of the foregoing clause (A) to the extent that there is a quantifiable, realizable and direct benefit to the Reinsurer and in such event the amount shall be taken into account for purposes of determining such indemnification payment. (ii) If the facts and circumstances that underlie a Seller Indemnification Claim arise out of or relate solely to the Covered Liabilities (a “Covered Liability Seller Indemnification Claim”), the Company shall act as directed by the Reinsurer Indemnified Party regarding the pursuit, litigation and resolution of such Covered Liability Seller Indemnification Claim and shall not settle or compromise any such Covered Liability Seller Indemnification Claim except with the prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance AgreementReinsurer Indemnified Party; or (viprovided, however, that the Company shall have no obligations pursuant to this Section 16.2(d)(ii) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA unless the Reinsurer has promptly paid all of the Administrative Services AgreementCompany’s costs and expenses, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor. (b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Partyincluding reasonable attorneys’ fees, arising out of or relating to:to pursuing such indemnification claim, as such costs and expenses are incurred. The Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of plaintiffs, hearings and other proceedings relating to such Covered Liability Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in their possession relating to any Covered Liability Seller Indemnification Claim (except to the extent that such action would result in a loss of attorney-client privilege as to any material matter). For the avoidance of doubt, the parties acknowledge that the Company shall have no liability to a Reinsurer Indemnified Party for any Losses that such Reinsurer Indemnified Party may suffer, sustain or otherwise incur in respect of the outcome or consequences of the Company’s making any such Covered Liability Seller Indemnification Claim on the Reinsurer Indemnified Party’s behalf. (iiii) If the Company brings on its own behalf, for Losses relating to the business of the Company other than the Covered Liabilities, a claim under the Stock and Asset Purchase Agreement that is based on the same facts and circumstances that underlie a Covered Liability Seller Indemnification Claim (a “Related Seller Indemnification Claim”), the Company shall cooperate in pursuing, and the Reinsurer Indemnified Party shall be entitled to participate fully with the Company in, any breach such Related Seller Indemnification Claim. The Reinsurer Indemnified Party shall be entitled to participate in such Related Seller Indemnification Claim with internal counsel or with outside counsel (at its own expense) reasonably acceptable to the Company, and the Company shall permit counsel for the Reinsurer Indemnified Party to attend all significant internal meetings and all meetings with Representatives of plaintiffs, hearings and other proceedings. Counsel for the Reinsurer Indemnified Party also shall be given a reasonable opportunity to comment upon and make recommendations with respect to all memoranda of law, pleadings and briefs and other documents relating to such Related Seller Indemnification Claim, and the Company and its counsel shall consider in good faith such comments and recommendations of counsel for the Reinsurer Indemnified Party and shall not unreasonably reject any such comments or inaccuracy recommendations after giving due consideration to the relative proportions in which the Company and the Reinsurer are affected by the Related Seller Indemnification Claim and any related Covered Liability Seller Indemnification Claim, respectively, without taking into account any other disputes or matters under the Stock and Asset Purchase Agreement. The Reinsurer Indemnified Party shall cooperate fully with the Company in the representations and warranties made pursuit or settlement of such Related Seller Indemnification Claim. The parties hereto shall make mutually available to each other all relevant information in their possession relating to such Related Seller Indemnification Claim (except to the extent that such action would result in a loss of attorney-client privilege as to any material matter). In no event shall the Company be liable for any costs or expenses, including attorneys’ fees, incurred by Purchaser the Reinsurer Indemnified Party with respect to the matters contemplated in this Agreement; or subsection (ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Purchaser contained in this Agreementiii).