The 2007 Stock Purchase Agreement attached this 2005 deal as an exhibit and defined it as the “Reinsurance Agreement.” SPARTA says Pennsylvania General also gave broad indemnity promises in Section 8.1 of the 2007 SPA, agreeing to indemnify and hold SPARTA’s predecessor harmless from any “loss, cost, expense, claim, interest, fine, penalty, deficiency, obligation, liability or damage, including, without limitation, reasonable attorneys’ fees, accountants’ fees and other investigatory fees and out-of-pocket expenses” arising out of, among other things, the failure by Pennsylvania General to perform any of its obligations under the 2005 T&A Agreement and any Loss arising out of or resulting from AEIC’s pre‑closing existence and business.
