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

Ceding Company’s Obligation to Indemnify. Without duplication under the Master Transaction Agreement or any other Ancillary Agreements, the Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and each of their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Reinsurer Indemnified Parties to the extent resulting from, arising out of or relating to (a) any breach or nonfulfillment by the Ceding Company of, or any failure by the Ceding Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement or (b) the Excluded Liabilities.

Ceding Company’s Obligation to Indemnify. Without duplication under the Master Transaction Agreement or any other Ancillary Agreements, the Ceding Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its Affiliates and each of their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Reinsurer Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Reinsurer Indemnified Parties to the extent resulting from, arising out of or relating to (a) any breach or nonfulfillment by the Ceding Company of, or any failure by the Ceding Company to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement or (b) the Excluded Liabilities.. - 29 - 46445052.5 1007063901v8