Administrator’s Obligation to Indemnify. The Administrator shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Company Indemnified Persons”) from and against any and all Indemnifiable Losses incurred by the Company Indemnified Persons to the extent arising from (i) any breach by the Administrator of the covenants and agreements of the Administrator contained in this Agreement (an “Administrator Breach”), (ii) any violations of Applicable Law by the Administrator or its Affiliates or Subcontractors (including without limitation under the Securities Act of 1933) or otherwise arising from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in any registration statement or prospectus or other product materials relating to an LBL Contract or Vermont Captive Contract or any interest offered under an LBL Contract or Vermont Captive Contract or any amendment thereof, but only to the extent prepared or updated by Administrator and excluding any such statement or omission made in reliance upon and in conformity with information furnished in writing to Administrator by LBL or its Affiliates after the date hereof expressly for use therein, (iii) any indemnification payment by the Company pursuant to the Principal Underwriting Agreement in respect of LBL Contracts covered thereunder (except to the extent arising out of any act or omission of the Company for which Administrator is not responsible pursuant to this Agreement) and (iv) any successful enforcement of this indemnity; provided that, the Administrator shall have no obligation to indemnify any Company Indemnified Party to the extent such Indemnifiable Loss results from (i) any act or omission resulting from the negligence or willful misconduct of the Company after the Inception Date, or (ii) any Company Breach; and provided, further, that with respect to any Indemnifiable Losses under this Agreement (other than any Indemnifiable Losses to the extent arising from the Administrator’s gross negligence or willful misconduct) arising from the Administrator’s provision of Administrative Services for the Shared Separate Account in respect of the Company Business (such Indemnifi...
Administrator’s Obligation to Indemnify. The Administrator shall, indemnify, defend and hold harmless Company and its directors, officers, employees, representatives, Affiliates, successors and permitted assigns (the “Company Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Company Indemnified Party arising out of or resulting from (a) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of, or any of its duties or obligations under, this Agreement, including without limitation any failure of Administrator to assume responsibility for any of the Administrative Services in a timely manner in accordance with this Agreement except to the extent that such breach, nonfulfillment or failure is caused by the actions of any Company Indemnified Party and (b) any successful enforcement of this indemnity.
Administrator’s Obligation to Indemnify. The Administrator shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, stockholders, employees, representatives, successors and assigns (collectively, the “Company Indemnified Persons”) from and against any and all Indemnifiable Losses incurred by the Company Indemnified Persons to the extent arising from (i) any breach by the Administrator of the covenants and agreements of the Administrator contained in this Agreement (an “Administrator Breach”), (ii) any violations of applicable Law by the Administrator or its Affiliates or Subcontractors and (iii) any successful enforcement of this indemnity; provided that, the Administrator shall have no obligation to indemnify any Company Indemnified Party to the extent such Indemnifiable Loss results from (x) any act or omission resulting from the negligence or willful misconduct of the Company after the Effective Date or (y) any Company Breach.
Administrator’s Obligation to Indemnify. The Administrator hereby agrees to indemnify, defend and hold harmless each Company and its Affiliates and their respective directors, officers and employees (collectively, the "Company Indemnified Parties") from and against all Losses asserted against, imposed upon or incurred by any Company Indemnified Party arising from: (i) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of, or any of its duties or obligations under, this Agreement except to the extent that such breach, nonfulfillment or failure is caused by the actions of any Company Indemnified Party; (ii) any third-party claims arising out of the administration of a Covered Insurance Contract, or (iii) any successful enforcement of this indemnity. For the avoidance of doubt, the Administrator will not indemnify any Company Indemnified Party for any Losses arising from any Corporate Services except to the extent that any such Loss is caused by the actions of any Administrator Indemnified Parties.
