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 arising from (i) any breach by the Reinsurer of the covenants and agreements of the Reinsurer contained in this Agreement, (ii) written instructions or objections of the Reinsurer pursuant to Section 2.3(c) or Section 2.4, (iii) any Reinsurer Extra-Contractual Obligations and (iv) any successful enforcement of this indemnity.
Reinsurer’s Obligation to Indemnify. 45 Section 9.2. Ceding Company’s Obligation to Indemnify 46 Section 9.3. Applicability of Master Transaction Agreement 46 Section 9.4. Good Faith 46 ARTICLE X. TAXES 47 Section 10.1. Withholding 47 Section 10.2. DAC Tax Adjustment 47 ARTICLE XI. MISCELLANEOUS 48 Section 11.1. Expenses 48 Section 11.2. Notices 48 Section 11.3. Severability 49 Section 11.4. Entire Agreement 49 Section 11.5. Assignment 49 Section 11.6. No Third Party Beneficiaries 49 Section 11.7. Amendment 50 Section 11.8. Submission to Jurisdiction 50 Section 11.9. Governing Law 50 Section 11.10. Waiver of Jury Trial 50 Section 11.11. Specific Performance 50 Section 11.12. Waivers 51 Section 11.13. Rules of Construction 51 Section 11.14. Counterparts 52 1007933761v22 Section 11.15. Treatment of Confidential Information 52 Section 11.16. Incontestability 53 INDEX OF SCHEDULES AND EXHIBITS Schedule A Expense Allowances Schedule B Investment Guidelines Schedule C Policy Forms Schedule D Seriatim File Schedule E Recapture Terminal Settlement Schedule F-1 Separate Accounts Schedule F-2 Experience Refund Schedule F-3 EIM Administrative Fee Schedule G Schedule H Fair Market Value Methodologies Projected Separate Account Values Schedule I Compensation Schedule J Ceding Company Reports Schedule K Schedule L Schedule M Schedule N Schedule O Schedule P Guaranty Fund Liabilities Final IMR Amortization Schedule Reinsurer Information Exchanges and Roll-Overs Unfloored CTE [***] Amount Methodologies Morningstar Categories Exhibit 1 Form of Monthly Settlement Statement Exhibit 2 Form of Trust Agreement 1007933761v22 COINSURANCE AND MODIFIED COINSURANCE AGREEMENT THIS COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is made and entered into on October 3, 2022 (the “Closing Date”) and effective as of the Effective Time by and between Equitable Financial Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party” and together the “Parties.”
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. 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 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.
