Common use of Ceding Company’s Obligation to Indemnify Clause in Contracts

Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred by the Reinsurer Indemnified Parties to the extent arising from (a) any breach by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, (b) any Ceding Company Extra-Contractual Obligations, (c) any Excluded Liabilities or (d) any successful enforcement of this indemnity. Procedures for Third Party Claims. The following procedures shall apply with respect to claims that may be made for indemnification hereunder except to the extent that a claim with respect to Reinsurer Extra-Contractual Obligations is resolved in accordance with the Administrative Services Agreement. No Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall be entitled to indemnification against any Losses unless it has given to the party from whom indemnification is sought (the “Indemnifying Party”) a written claim notice relating to such Losses (a “Claim Notice”). The Claim Notice shall be given reasonably promptly after the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail, to the extent reasonably available at such time, the nature of the claim, identify the sections of this Agreement which form the basis for such claim, attach copies of all material written evidence thereof received from a third party to the date of such notice and set forth the estimated amount of the Losses that have been or may be sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to give a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article VIII, except to the extent that the Indemnifying Party is prejudiced by such failure to give a Claim Notice. The Indemnifying Party shall have no Liability with respect to any unreasonable expenses incurred by the Indemnified Party prior to the time the Claim Notice is received by the Indemnifying Party. If a Claim Notice relates to a Third Party Claim, the Indemnifying Party may, through counsel of its own choosing (provided that in the event of any Third Party Claim asserted by any Governmental Authority, such counsel shall be reasonably acceptable to the Indemnified Party), assume the defense and investigation of such Third Party Claim; provided that any Indemnified Party shall be entitled to participate in any such defense with counsel of its own choice at its own expense. The Indemnified Party shall have the right to employ one (1) separate counsel in any such Third Party Claim and to participate (but not control) in the defense thereof, but the fees and expenses of such counsel shall not be the expense of the Indemnifying Party unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable or (iii) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party. If the Indemnifying Party elects to assume the defense and investigation of such Third Party Claim, it shall, no later than thirty (30) days following its receipt of the Claim Notice notify the Indemnified Party in writing of its assumption of the defense and investigation of such Third Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) or consent to the entry of any judgment, except to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim and (ii) any such action or claim is limited solely to monetary damages against the Indemnified Party that are recoverable in full by the Indemnified Party from the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of the Claim Notice that it desires to assume the defense and investigation of such Third Party Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-client privilege, and each of the Indemnifying Party and the Indemnified Party shall use its reasonable efforts to assist, and to cause the employees and counsel of such party to assist, in the defense of such Third Party Claim. Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third Party Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the Indemnitee. No Duplication of Indemnity. Any payment arising under this Article VIII shall be made by wire transfer of immediately available funds to such account or accounts as the Indemnitee shall designate to the Indemnitor in writing. To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement. In no event shall any Indemnitee (i) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses, or (ii) initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the same Loss or Losses.

Ceding Company’s Obligation to Indemnify. The Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Indemnifiable Losses incurred by the Reinsurer Indemnified Parties to the extent arising from (a) any breach or nonfulfillment by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, ; (b) any Ceding Company Extra-Contractual Obligations, ; and (c) any Excluded Liabilities or (d) any successful enforcement of this indemnity. Procedures for Third ; provided, however, that in no event shall any Indemnifiable Losses incurred by or asserted against any Reinsurer Indemnified Party Claims. The following procedures shall apply with respect give rise to claims that may be made for any right to indemnification hereunder except under this Section 9.2 to the extent that a claim with respect such Indemnifiable Losses were expressly assumed by any Reinsurer Indemnified Party pursuant to the terms and conditions of the Master Transaction Agreement. For the avoidance of doubt, any Liability of the Ceding Company for Indemnifiable Losses incurred by the Reinsurer Indemnified Parties to the extent arising from Ceding Company Extra-Contractual Obligations is resolved in accordance with hereunder shall be determined without duplication of recovery by reason of the Administrative Services same Indemnifiable Loss under the Master Transaction Agreement. No Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”) shall be entitled to indemnification against any Losses unless it has given Notwithstanding anything herein to the party contrary, and in any event excluding any Third Party Claim brought by any policyholder or other applicable Person, in no event shall Indemnifiable Losses include any amounts relating to, resulting from whom indemnification is sought (the “Indemnifying Party”) a written claim notice relating to such Losses (a “Claim Notice”). The Claim Notice shall be given reasonably promptly after the Indemnified Party becomes aware or arising out of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail, to the extent reasonably available at such time, the nature matter set forth on Section 9.04(a) of the claimCeding Company Disclosure Schedule for lost profits, identify the sections lost revenues, diminution of this Agreement which form the basis value or any similar theory for such claimany lapse in, attach copies of all material written evidence thereof received from a third party to the date of such notice and set forth the estimated amount of the Losses that have been cancellation or may be sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to give a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article VIII, except to the extent that the Indemnifying Party is prejudiced by such failure to give a Claim Notice. The Indemnifying Party shall have no Liability other adverse policyholder behavior with respect to any unreasonable expenses incurred by the Indemnified Party prior to the time the Claim Notice is received by the Indemnifying Party. If a Claim Notice relates to a Third Party ClaimReinsured Contract, the Indemnifying Party may, through counsel of its own choosing (provided that in the event of any Third Party Claim asserted by any Governmental Authority, such counsel shall be reasonably acceptable to the Indemnified Party), assume the defense and investigation of such Third Party Claim; provided that any Indemnified Party shall be entitled to participate in any such defense with counsel of its own choice at its own expense. The Indemnified Party shall have the right to employ one (1) separate counsel in any such Third Party Claim and to participate (but not control) in the defense thereof, but the fees and expenses of such counsel shall not be the expense of the Indemnifying Party unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable or (iii) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party. If the Indemnifying Party elects to assume the defense and investigation of such Third Party Claim, it shall, no later other than thirty (30) days following its receipt of the Claim Notice notify the Indemnified Party in writing of its assumption of the defense and investigation of such Third Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) or consent to the entry of any judgment, except to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim and (ii) any such action or claim is limited solely to monetary damages against the Indemnified Party that are recoverable in full by the Indemnified Party from the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of the Claim Notice that it desires to assume the defense and investigation of such Third Party Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-client privilege, and each of the Indemnifying Party and the Indemnified Party shall use its reasonable efforts to assist, and to cause the employees and counsel of such party to assist, in the defense of such Third Party Claim. Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third Party Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the Indemnitee. No Duplication of Indemnity. Any payment arising under this Article VIII shall be made extent such applicable claim is brought by wire transfer of immediately available funds to such account or accounts as the Indemnitee shall designate to the Indemnitor in writing. To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect after the later of a Loss pursuant to the provisions of any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement. In no event shall any Indemnitee (i) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses, or (ii) initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the same Loss or Losses.[***]

Ceding Company’s Obligation to Indemnify. The From and after the Effective Time, the Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and Reinsurer, its Affiliates and their respective officers, directors, stockholders, employees, representatives, Representatives and their respective successors and assigns permitted assignees (collectively, the “"Reinsurer Indemnified Parties”") from and against any and all Losses imposed on, sustained, incurred or suffered by any of the Reinsurer Indemnified Parties to the extent arising from from, relating to or in connection with (ai) any breach by the Ceding Company of the covenants and agreements of the Ceding Company contained in this Agreement, and (b) any Ceding Company Extra-Contractual Obligations, (cii) any Excluded Liabilities or Liability and (diii) any successful enforcement of this indemnity. Procedures for Third Party Claims. The following procedures shall apply with respect Liabilities relating to claims that may be made for indemnification hereunder except periods prior to the extent that a claim with respect Effective Time relating to regulatory or similar matters contemplated in Section 5.3. For the avoidance of doubt, the Ceding Company shall not be required to indemnify the Reinsurer Extra-for Reinsurer Extra Contractual Obligations is resolved in accordance with Liabilities. 35 <Page> SECTION 8.3 NOTICE OF CLAIM; DEFENSE. Subject to the terms of Article X of the Administrative Services Agreement. No Person : (a) If (i) any non-affiliated third party or Governmental Body institutes, threatens or asserts any Action that may give rise to Losses for which a Party (an "Indemnifying Party") may be liable for indemnification under this Article VIII (a "Third-Party Claim") or (ii) any Person entitled to be indemnified indemnification under this Agreement (the “an "Indemnified Party”") shall have a claim to be entitled to indemnification against any Losses unless it has given indemnified by an Indemnifying Party that does not involve a Third-Party Claim, then the Indemnified Party shall promptly send to the party from whom indemnification is sought (the “Indemnifying Party”) Party a written notice specifying the nature of such claim notice relating and to such the extent practicable based on then-available information, a good faith estimate of the amount of all related Losses (a “"Claim Notice”"). The Claim Notice shall be given reasonably promptly after ; provided, however, that the Indemnified Party becomes aware of the facts indicating that a claim for indemnification may be warranted and shall state in reasonable detail, failure to the extent reasonably available at such time, the nature of the claim, identify the sections of this Agreement which form the basis for such claim, attach copies of all material written evidence thereof received from a third party to the date of provide such notice and set forth the estimated amount of the Losses that have been or may be sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to give a Claim Notice shall not relieve release the Indemnifying Party from any of its indemnification obligations under this Article VIII, VIII except to the extent that the Indemnifying Party is actually prejudiced by such the failure of the Indemnified Parties to give provide a timely and adequate Claim Notice. (b) The Indemnifying Party shall have no Liability with respect not be entitled to assume or maintain control of the defense of any unreasonable Third-Party Claim and shall pay the reasonable fees and expenses incurred of counsel retained by the Indemnified Party prior to if (i) the time the Third-Party Claim Notice is received by the Indemnifying Party. If a Claim Notice relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party or (ii) the Third-Party Claim would reasonably be expected to result in an injunction or equitable relief against the Indemnified Party that would, in each case, have a Third material effect on the operation of the business of such Indemnified Party or any of its Affiliates. (c) Subject to Section 8.3(b), in the event of a Third-Party Claim, the Indemnifying Party maymay elect to assume, through counsel of at its own choosing (provided that in expense, the event defense of any Third a Third-Party Claim asserted by any Governmental Authority, such and retain counsel shall be reasonably acceptable to the Indemnified PartyParties to represent such Indemnified Parties in connection with such Third-Party Claim. Subject to Section 8.3(b), assume the Indemnified Parties may participate, at their own expense and through separate legal counsel of their choice, in the defense and investigation of any such Third Third-Party Claim; provided provided, however, that any the Indemnifying Party shall (i) control the defense of the Indemnified Parties in connection with such Action and (ii) bear the reasonable fees, costs and expenses of such separate counsel if an actual or potential conflict of interest makes representation by the same counsel inappropriate. The Indemnifying Party shall be entitled to participate in any such defense with counsel of its own choice at its own expense. The Indemnified Party shall have the right to employ one (1) separate counsel in any such Third Party Claim and to participate (but not control) in the defense thereof, but liable for the fees and expenses of such counsel shall not be employed by the expense of Indemnified Party for any period during which the Indemnifying Party unless (i) has not assumed the employment defense of a Third-Party Claim to the extent that such counsel has been specifically authorized in writing Third-Party Claim is subject to indemnification by the Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and under this Article VIII. If the Indemnifying Party that would make such separate representation advisable chooses to assume the defense of any Third-Party Claim, the Reinsurer or the Ceding Company (iiias the case may be) one or more defenses are shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate (including, upon the reasonable request of the other Party, making 36 <Page> reasonably available books, records and personnel with respect to the Indemnified subject matter of such Third-Party that are not available to Claim) with the Indemnifying Party in the defense of such Third-Party Claim. All costs and expenses incurred in connection with such reasonable cooperation shall be borne by the Indemnifying Party. If the Indemnifying Party elects to assume has assumed the defense and investigation of such Third any Third-Party Claim, it shall, no later than thirty (30) days following its receipt of the Claim Notice notify the Indemnified Party in writing of its assumption of the defense and investigation of such Third Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party (which Claim; provided, however, that no such consent shall be required if (i) such settlement, compromise, discharge or entry of any judgment (A) does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing or any violation of the rights of any Person and does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party, and (B) does not subject the Indemnified Party to any injunctive relief or other equitable remedy and does not encumber any of the assets of any Indemnified Party or result in any restriction or condition that would apply to or affect any Indemnified Party or the conduct of any Indemnified Party's business and (ii) (A) the Indemnifying Party pays or causes to be unreasonably withheldpaid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement or judgment (unless otherwise provided in such settlement or judgment) and (B) such settlement, conditioned compromise, discharge or delayed), settle or compromise entry of judgment includes a complete and unconditional release of each Indemnified Party from any pending or threatened Third Party Claim and all Liabilities in respect of which indemnification may be sought hereunder (whether or not such Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim, and is in compliance with its obligations under this Section 8.3(c), the Indemnified Party is an actual or potential party to such action or claim) shall not settle, compromise or consent to the entry of any judgment, except judgment with respect to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Third-Party Claim and (ii) or admit to any liability with respect to such action or claim is limited solely to monetary damages against the Indemnified Third-Party that are recoverable in full by the Indemnified Party from the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of the Claim Notice that it desires to assume the defense and investigation of such Third Party Claim, then the Indemnifying Party shall have the right to participate in any such defense at its sole cost and expense. The Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnifying Party elects not to defend the Indemnified Party against a Third-Party Claim, then the Indemnified Party shall have the right to assume its own defense (without in any way waiving or otherwise affecting the Indemnified Party's rights to indemnification pursuant to this Agreement), and the fees, charges and disbursements of no more than one such counsel per jurisdiction selected by the Indemnified Party shall be reimbursed by the Indemnifying Party. Under no circumstances will the Indemnifying Party have any liability in connection with any settlement of any Action that is entered into without its prior written consent (not to be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-client privilege, and each of the Indemnifying Party and the Indemnified Party shall use its reasonable efforts to assist, and to cause the employees and counsel of such party to assist, in the defense of such Third Party Claim. Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third Party Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor will be deemed to have rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the Indemnitee. No Duplication of Indemnity. Any payment arising under this Article VIII shall be made by wire transfer of immediately available funds to such account or accounts as the Indemnitee shall designate to the Indemnitor in writing. To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement. In no event shall any Indemnitee (i) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses, or (ii) initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the same Loss or Losses.SECTION 8.4