Company’s Obligation to Indemnify. Subject to any limitation contained in the Asset Purchase Agreement, the Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its directors, officers, employees, representatives (excluding the Producers), Affiliates, successors and permitted assigns (collectively, the "Reinsurer Indemnified Parties") from and against all Losses asserted against, imposed upon or incurred by any Reinsurer Indemnified Party arising from: (i) the Retained Liabilities; (ii) Sellers' Extra Contractual Obligations (but only to the extent that the Company's indemnification obligation for Sellers' Extra Contractual Obligations has not expired pursuant to Section 8.01(c) of the Asset Purchase Agreement); (iii) any breach or nonfulfillment by the Company of, or any failure by the Company 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.
Appears in 3 contracts
Samples: Coinsurance Agreement (Ing Life Insurance & Annuity Co), Coinsurance Agreement (Ing Life Insurance & Annuity Co), Coinsurance Agreement (Lincoln National Corp)
Company’s Obligation to Indemnify. Subject to any limitation contained in the Asset Purchase Agreement, the Company hereby agrees to indemnify, defend and hold harmless the Reinsurer and its directors, officers, employees, representatives (excluding the Producers), Affiliates, successors and permitted assigns (collectively, the "“Reinsurer Indemnified Parties"”) from and against all Losses asserted against, imposed upon or incurred by any Reinsurer Indemnified Party arising from: (i) the Retained Liabilities; (ii) Sellers' ’ Extra Contractual Obligations (but only to the extent that the Company's ’s indemnification obligation for Sellers' ’ Extra Contractual Obligations has not expired pursuant to Section 8.01(c) of the Asset Purchase Agreement); (iii) any breach or nonfulfillment by the Company of, or any failure by the Company 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.
Appears in 3 contracts
Samples: Coinsurance Agreement (ING U.S., Inc.), Coinsurance Agreement (Lincoln National Corp), Coinsurance Agreement (ING U.S., Inc.)
