Common use of General Cross Indemnification Clause in Contracts

General Cross Indemnification. (a) Subject to Section 9.1 hereof and the terms of the Related Agreements, Liberty Mutual agrees to indemnify and hold harmless Agency Markets and its Subsidiaries and each of the officers, directors, employees and agents of Agency Markets and its Subsidiaries against any and all costs and expenses arising out of claims (including attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any third party claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with (i) any breach by Liberty Mutual of this Agreement, (ii) the ownership or the operation of the assets or properties of (other than capital stock of Agency Markets and its Subsidiaries), and the operation or conduct of the business of, the members of the Liberty Mutual Affiliated Group, whether before, on or after the Effective Date, in each case excluding the Agency Markets Business, or (iii) all of the liabilities to be borne by Liberty Mutual in accordance with the provisions of Sections 4.4 and 5.5 of this Agreement. (b) Subject to Section 9.1 hereof and the terms of the Related Agreements, Agency Markets agrees to indemnify and hold harmless each member of the Liberty Mutual Affiliated Group and each of the officers, directors, employees and agents of each member of the Liberty Mutual Affiliated Group against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with (i) any breach by Agency Markets of this Agreement, (ii) the ownership or the operation of the assets or properties of, and the operation or conduct of the business of, Agency Markets and its Subsidiaries on or after the Effective Date, (iii) the ownership or the operation of the assets or properties of, and the operation or conduct of the business of, Agency Markets and its Subsidiaries prior to the Effective Date other than for any action or inaction taken at the sole direction and control of Liberty Mutual (iv) any Guaranty set forth on Schedule 3.1(b) hereto or (v) all of the liabilities to be borne by Agency Markets in accordance with the provisions of Sections 4.3 and 5.6 of this Agreement. (c) The indemnity agreements contained in Section 3.1(a) and (b) shall be applicable whether or not any Action or the facts or transactions giving rise to such Action arose prior to, on or subsequent to the Effective Date.