The 2007 stock purchase agreement annexed the 2005 transaction and defined it as a “reinsurance agreement.” SPARTA said Pennsylvania General also made a broad indemnification undertaking in Article 8.1 of the 2007 SPA, agreeing to indemnify and hold SPARTA’s predecessors harmless from any “losses, costs, expenses, claims, interest, fines, penalties, defects, obligations, liabilities or damages, including without limitation reasonable attorneys’ fees, accountants’ fees and other investigative fees and out-of-pocket expenses” arising from, among other things, Pennsylvania General’s failure to perform its duties. any obligations under the 2005 T&A Agreement and any losses arising out of or resulting from AEIC’s pre-closing existence and business.
