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 (a) Following the date that the Reinsurer hereby agrees serves as Administrator of the Run-Off Services under Section 6.5 or the Reinsurer exercises its right to associate under Section 6.4, the Reinsurer shall indemnify, reimburse, defend and hold harmless the Ceding Company Reinsured and its Affiliates and each of their respective directors, officers, directors, stockholders, employees, representatives, successors employees and assigns agents (collectively, the “Ceding Company Indemnified PartiesReinsured Indemnitees”) from and against any and all Losses incurred by the Ceding Company Indemnified Parties to the extent relating toDamages resulting from, resulting from or based upon, arising out of (a) any breach or otherwise relating to Administrator Extra-Contractual Obligations. Amounts paid 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 AgreementSection 15.1 shall not be part of the Ultimate Net Loss or otherwise erode the Aggregate Limit. Any payment by the Reinsurer to the Reinsured pursuant to this Section 15.1, to the extent owing to any other Reinsured Indemnitee, shall be deemed a payment to the applicable Reinsured Indemnitee and the Reinsured shall not, and shall cause such Reinsured Indemnitee not to, seek recovery from the Reinsurer or its Affiliates in respect of any payments actually received by the Reinsured from the Reinsurer pursuant to this Section 15.1. (cb) Promptly after receipt from any Reinsurer Extra-Contractual Obligationsthird party by a Reinsured Indemnitee of a notice of any demand, claim or circumstance that, immediately or with the lapse of time, could give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (a “Third Party Claim”) that may result in Damages for which indemnification may be sought hereunder, such Reinsured Indemnitee shall deliver a notice (a “Claims Notice”) to the Reinsurer; provided, however, that in a failure to give such notice shall not affect such Reinsured Indemnitee’s right to indemnification hereunder except to the event of a recapture of this Agreement pursuant to Section 7.3, extent that the Reinsurer’s obligation for Losses under this Article VIII with respect to those Reinsurer Extra-Contractual Obligations described in clauses (ii) is actually prejudiced thereby and (iii) the Reinsured had actual notice of the definition of Reinsurer Extra-Contractual Obligations Third Party Claim. The Claims Notice shall be limited to those for which written notice, together with a description describe the Third Party Claim in reasonable detail (including the facts identity of the third party), and circumstances giving rise to such Reinsurer Extra-Contractual Obligations and the estimated amount of Losses (shall indicate, to the extent availableknown, the amount (estimated, if necessary) of Damages, and method of computation thereof, and the provisions of this Reinsurance Agreement in respect of which such right of indemnification is sought to be recovered hereunder, has been provided by the Ceding Company or arises. Such Reinsured Indemnitee shall deliver to the Reinsurer within [REDACTED] years following the Recapture Date in respect copies of all notices and documents (including court papers) received by such recapture, (d) amounts paid by or on behalf of the Ceding Company or its Affiliates pursuant Reinsured Indemnitee relating to such Third Party Claim. The Reinsurer will provide notice to the terms Reinsured if it becomes aware 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 indemnityThird Party Claims.

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.