Common use of Reinsurer’s Obligation to Indemnify Clause in Contracts

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. The Without limiting any of the provisions of Article II hereof, the Reinsurer hereby agrees to indemnify, defend and hold harmless the Ceding Company and Company, its Affiliates and their respective officersstockholders, directors, stockholdersofficers, employees, representativesrepresentatives (excluding the Producers), Affiliates, successors and permitted assigns (collectively, the “Ceding "Company Indemnified Parties”") from and against any and all Losses asserted against, imposed upon or incurred by the Ceding any Company Indemnified Parties Party in connection with or arising from: (i) the Reinsured Liabilities; (ii) 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; (iii) the Company's actions taken at the written recommendation or direction of the Reinsurer, including to the extent relating tothe Company has complied with the terms of Section 2.3, resulting from or arising out of the Reinsurer's recommendations pursuant to Section 2.3 hereof; (aiv) any breach failure of the Separate Accounts to comply with Applicable Law to the extent caused by the Reinsurer of the covenants and agreements Reinsurer's actions or omissions; (v) any fraud, theft or embezzlement by officers, employees or agents of the Reinsurer contained in affecting the Policies, Post-Closing Policies, BOLI Contracts, Destinations Annuity Contracts or the Separate Accounts during the term of this Agreement, ; and (b) written instructions and requests of the Reinsurer pursuant to this Agreement, (cvi) any Reinsurer Extra-Contractual Obligationsenforcement of this indemnity; 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 noticereinsurance provided under this Agreement, 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 indemnification procedures set forth 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 indemnityPurchase Agreement shall not apply.