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

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. 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 '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. Subject to any limitation contained in the Asset Purchase Agreement and without duplication of any indemnification payment made under the Purchase Agreement or any Ancillary Agreement, Reinsurer hereby agrees to indemnify, defend and hold harmless the Company and its directors, officers, employees, representatives (excluding the ProducersProducers who are not employees of the Company or its Affiliates), 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 Reinsured 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)Obligations; (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. Subject to any limitation contained in the Asset Purchase Agreement, the 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 '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.