Obligations of the Reinsurer and the General Agent Sample Clauses

Obligations of the Reinsurer and the General Agent. (a) The Reinsurer and the General Agent, jointly and severally, shall defend, indemnify and hold harmless the Company and its Affiliates and each of their respective officers, directors, equityholders, employees, agents, successors and assigns (“Company Indemnified Parties”), from and against, and pay or reimburse each such Person for, any and all liabilities, losses, claims, demands, Actions, judgments or causes of action, assessments, costs and expenses (including reasonable and documented attorneys’ fees and expenses) (collectively, “Liabilities”) suffered by such Persons to the extent arising out of or relating to: (i) the business reinsured under this Agreement; (ii) the gross negligence or willful misconduct of the General Agent, any Sub-Producer or the Reinsurer in connection with this Agreement; (iii) any material failure of the Reinsurer, the General Agent and/or any Sub-Producer to comply with the requirements of applicable Law in the performance of its obligations under this Agreement (other than as a result of the Company’s failure to perform its obligations under this Agreement); or (iv) any material breach by the Reinsurer and/or the General Agent of its obligations under this Agreement; provided however, the General Agent and the Reinsurer shall not be liable to indemnify any Company Indemnified Party or hold any of them harmless from any Liabilities incurred by such Company Indemnified Party to the extent such Liability arises as a result of the gross negligence or willful misconduct of any Company Indemnified Party. (b) In connection with any third-party Action where the Reinsurer and/or the General Agent has agreed to indemnify and hold the Company harmless pursuant to Section 15.01(a), neither the Reinsurer nor the General Agent shall institute or prosecute, or aid in the institution or prosecution of, any Action against the Company which alleges that the Company is liable or which seeks contribution or recovery from the Company with respect to such third-party Action. Notwithstanding the foregoing, nothing contained in this Section 15.01(b) shall operate to deny the General Agent or the Reinsurer the right to defend itself in connection with any third-party Action against the Reinsurer, the General Agent and/or the Company.