Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Company and its Affiliates and their respective directors, officers and employees (collectively, the “Company Indemnified Parties”) from and against all losses, liabilities, claims, expenses (including reasonable attorneys’ fees and expenses) and damages reasonably and actually incurred by the Company to the extent arising from (i) any breach of the covenants and agreements of the Reinsurer contained in this Agreement, except to the extent that such losses, liabilities, claims, expenses (including reasonable attorneys’ fees and expenses) and damages are attributable to acts or omissions of a person who is a director, officer, employee, agent, representative, successor, or permitted assign of the Company or any of its Affiliates, unless such person is acting at the direction or request of the Reinsurer, and (ii) any successful enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. Subject to any limitation contained in the Asset Purchase Agreement, Reinsurer hereby agrees to indemnify, defend and hold harmless the Company and its directors, officers, employees, representatives (excluding the Producers), Affiliates, successors and permitted assigns (collectively, the “Company Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Company Indemnified Party arising from: (i) the Liabilities; (ii) the Reinsurer Extra Contractual Obligations (including, but not limited to, all claims that constitute Sellers’ Extra Contractual Obligations but for which the Company’s indemnification obligation has expired pursuant to Section 8.01(c) of the Asset Purchase Agreement); (iii) any breach or nonfulfillment by Reinsurer of, or any failure by Reinsurer to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this Agreement; and (iv) any enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred by the Ceding Company Indemnified Parties to the extent arising from (i) any breach or failure to perform by the Reinsurer of any covenant or agreement of the Reinsurer contained in this Agreement, (ii) the Reinsured Liabilities, (iii) Reinsurer Extra-Contractual Obligations, and (iv) any successful enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. Subject to any limitation contained in the Asset Purchase Agreement and without prejudice to any indemnity rights under the Coinsurance Agreement, Reinsurer hereby agrees to indemnify, defend and hold harmless the Company and its directors, officers, employees, representatives (excluding the Producers), Affiliates, successors and permitted assigns (collectively, the “Company Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Company Indemnified Party arising from: (i) any breach or nonfulfillment by Reinsurer of, or any failure by Reinsurer to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this Agreement; and (ii) any enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the "Ceding Company Indemnified Parties") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, Taxes (other than income taxes and franchise taxes thereof), fees, costs and expenses (including reasonable legal fees and expenses) ("Losses") incurred by the Ceding Company Indemnified Parties to the extent arising from (i) any breach by the Reinsurer of the covenants and agreements of the Reinsurer contained in this Agreement, (ii) the Reinsured Liabilities, (iii) any Covered Insurance Policy and (iv) any successful enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred by the Ceding Company Indemnified Parties to the extent relating to, resulting from or arising out of (a) any breach by the Reinsurer of the covenants and agreements of the Reinsurer contained in this Agreement, (b) written instructions and requests of the Reinsurer pursuant to this Agreement, (c) any Reinsurer Extra-Contractual Obligations; provided, however, that in the event of a recapture of this Agreement pursuant to Section 7.3, the Reinsurer’s obligation for Losses under this Article VIII with respect to those Reinsurer Extra-Contractual Obligations described in clauses (ii) and (iii) of the definition of Reinsurer Extra-Contractual Obligations shall be limited to those for which written notice, together with a description in reasonable detail the facts and circumstances giving rise to such Reinsurer Extra-Contractual Obligations and the estimated amount of Losses (to the extent available) sought to be recovered hereunder, has been provided by the Ceding Company to the Reinsurer within [REDACTED] years following the Recapture Date in respect of such recapture, (d) amounts paid by or on behalf of the Ceding Company or its Affiliates pursuant to the terms of the Counterparties Hold Harmless and Indemnification Agreement arising or resulting from Indemnified Obligations (as defined in the Counterparties Hold Harmless and Indemnification Agreement), but only to the extent written notice of such Indemnified Obligations, together with a description in reasonable detail the facts and circumstances giving rise to such Indemnified Obligations and the estimated amount of Losses (to the extent available) sought to be recovered hereunder, have been provided by the Ceding Company to the Reinsurer prior to any recapture pursuant to Section 7.3, or (e) any successful enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. Without duplication under the Master Transaction Agreement or any other Ancillary Agreements, the Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates and each of their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Ceding Company Indemnified Parties to the extent resulting from, arising out of or relating to (a) the Reinsured Risks, (b) any breach or nonfulfillment by the Reinsurer of, or any failure by the Reinsurer to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement, (c) the Reinsurer Extra-Contractual Obligations or (d) the Ceding Company’s implementation of recommendations of the Reinsurer with respect to Non-Guaranteed Elements pursuant to Section 4.7.
Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and its Affiliates and their respective officers, directors, stockholders, employees, Representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses imposed on, sustained, incurred or suffered by the Ceding Company Indemnified Parties to the extent resulting from, arising out of or relating to (whether or not arising from a Third-Party Claim)
(i) any breach by the Reinsurer of the covenants and agreements of the Reinsurer contained in this Agreement or (ii) the Reinsured Liabilities (including, for the avoidance of doubt, any Reinsurer Extra-Contractual Obligations).
Reinsurer’s Obligation to Indemnify. The Reinsurer hereby indemnifies the Ceding Company and its directors, officers, employees, Affiliates, successors, permitted assigns, agents and representatives (collectively, the "CEDING COMPANY INDEMNITEES") from and against and agrees to hold each of them harmless from any and all claim, damage, loss, liability, fine and expense (including reasonable attorneys' fees and other expenses of investigation in connection with any action, suit or proceeding) (each, a "LOSS") incurred or suffered by the Ceding Company Indemnitees arising out of or resulting from any breach by the Reinsurer of any representation, warranty or term of this Agreement.
Reinsurer’s Obligation to Indemnify. The Reinsurer hereby agrees to indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Company Indemnified Persons”) from and against any and all Indemnifiable Losses incurred by the Company Indemnified Persons to the extent arising from (i) any breach by the Reinsurer of the covenants and agreements of the Reinsurer contained in this Agreement, (ii) all Reinsurer Extra Contractual Obligations, (iii) the Company’s acceptance and implementation of the Reinsurer’s recommendations in accordance with Section 3.2, (iv) any determination that the setting of Non-Guaranteed Elements by the Company in accordance with such recommendations while setting Non-Guaranteed Elements in a different manner on policies or contracts that comprise the Company Business constitutes a failure by the Company to comply with Applicable Law; provided, that Indemnifiable Losses payable under this clause (iv) shall (A) be limited to Indemnifiable Losses actually paid to a third party in connection with a Third Party Claim (including any additional amounts that are required to be credited or paid to policyholders or beneficiaries) and (B) only be payable if such determination is made by an applicable Governmental Entity or a court of competent jurisdiction, and (v) any successful enforcement of this indemnity.
