Common use of By Distributor Clause in Contracts

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW and/or any such person may become subject under any statute or regulation, any NASD Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NW; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, Insurer and any officerof its officers, directordirectors, employee of NW employees or agent of the foregoingagents, against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW Insurer and/or any such person may become subject under any statute or regulation, any NASD FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in any (i) any Registration Statement or in any Prospectus required to be filed by NW; Prospectus, or (ii) any state blue-sky application or (iii) any other document executed by NW Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In State; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW Insurer specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives any Distributor Representative of promotional, sales or advertising material not authorized by NW Insurer or any verbal or written misrepresentations by Distributor or its any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives any Distributor Representative under federal securities laws or NASD FINRA Rules;; or (3) result from any material breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW Insurer and each person who controls or is associated with NW the Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW Insurer and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in any (i) any Registration Statement or in any Prospectus required to be filed by NW; or (ii) any state blue-blue sky application or (iii) any other document executed by NW Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In ; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW Insurer specifically for use in the preparation of any such Registration Statement or any such state blue-blue sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW Insurer and each person who controls or is associated with NW Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW Insurer and/or any such person may become subject under any statute or regulation, any NASD Rule FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NW; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In each case Prospectus, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW Insurer specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, Trust and any officer, director, director or employee of NW or agent of the foregoing, Trust against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW the Trust and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of of, or are based upon upon, 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW the Trust specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s 's own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, Trust and any officer, director, director or employee of NW or agent of the foregoing, Trust against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW the Trust and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of of, or are based upon upon, 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW the Trust specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, AUL and any current or former officer, director, or employee of NW or agent of the foregoing, AUL against any and all joint or several losses, claims, damages damages, expenses or liabilities (including any investigativeliabilities, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit joint or proceeding or any claim asserted)several, to which NW AUL and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities: (1i) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement registration statement, prospectus, offering document or sales or promotional materials relating to the Contracts; in any Prospectus required to be filed by NW; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW specifically AUL for use in the preparation of any such Registration Statement or any such state blue-sky application materials or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW;; or (2ii) result because arise out of any use by Distributor untrue or its Representatives allegedly untrue statement or representation made in connection with the distribution of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor Distributor, general agent, sub-agents, Brokers, or its Representatives under federal securities laws the agents or NASD Rules;representatives thereof, except for statements or representations made in reliance on any registration statement, prospectus, offering document or sales or promotional materials relating to the Contracts; or (3iii) arise out of any failure to deliver a currently effective prospectus describing a Contract; or (iv) arise out of the use by Distributor, general agent, sub-agents, Brokers, or the agents or representatives thereof, of unauthorized sales or promotional materials; or (v) result from any material breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification agreement shall be in addition to any liability that Distributor may otherwise havehave to AUL or any current or former officer, director, or employee of AUL; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage damage, expense or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, AFLIC and any officer, director, or employee of NW or agent of the foregoing, AFLIC against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW AFLIC and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW AFLIC specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, State Farm and any officer, director, director or employee of NW or agent of the foregoing, State Farm against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW State Farm and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of of, or are based upon upon, 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW State Farm specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s 's own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW Insurer and each person who controls or is associated with NW Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW Insurer and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in any (i) any Registration Statement or in any Prospectus required to be filed by NW; Prospectus, or (ii) any state blue-sky application or (iii) any other document executed by NW Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In ; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW Insurer specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives any Distributor Representative of promotional, sales or advertising material not authorized by NW Insurer or any verbal or written misrepresentations by Distributor or its any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules;inconsistent with materials (3) result from any breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, State Farm and any officer, director, director or employee of NW or agent of the foregoing, State Farm against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW State Farm and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of of, or are based upon upon, 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW State Farm specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, Trust and any officer, director, director or employee of NW or agent of the foregoing, Trust against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW the Trust and/or any such person may become subject under any statute or regulation, any NASD Rule FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of of, or are based upon upon, 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW the Trust specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall defend, indemnify and hold harmless NW Company and each person who controls or is associated with NW within the meaning of such terms under the federal securities lawsits Affiliates and its and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (each, a “Company Indemnitee”) against all Losses to the extent arising out of or in connection with (a) the transportation, storage, use, or Commercialization of Products in the Field in the Territory by or on behalf of Distributor or its Permitted Subcontractors; (b) Distributor’s breach of any officerof its representations, directorwarranties or obligations under this Agreement, employee (c) gross negligence or wilful misconduct of NW any Distributor Indemnitee (which, for clarity, includes its Permitted Subcontractors) in connection with this Agreement, (d) any product liability claims relating to the Products solely to the extent that a claim is based on Distributor’s or agent its Permitted Subcontractors’ Commercialization, or other handling, promotion, storage, distribution, sale or use of the foregoingProduct, against (e) intellectual property infringement solely to the extent arising out of Distributor’s Commercialization of any and all joint Product in combination with any other device or several lossestechnology that (i) was not supplied by Company or (ii) otherwise was not authorized in writing by Company for such combination or (f) damage to property or injury or death of persons occasioned by, claims, damages or liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and the acts or omissions of any amounts paid Distributor Indemnitee, including through the use of any motor vehicle or other equipment or property in settlement of, connection therewith; or (g) any action, suit or proceeding or any claim asserted), to which NW and/or any such person may become subject under any statute or regulation, any NASD Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are claims by a customer based upon 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 not misleadingrepresentations, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NW; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use warranties and/or covenants by Distributor or its Representatives Permitted Subcontractors to a customer which is more extensive than those representations, warranties and/or covenants made by Company under this Agreement as set forth in Clause 10.4, in each case of promotional(a)-(g), sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning except to the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor extent such Losses arise out of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition matter for which Company has obligations to indemnify any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification Indemnitee pursuant to this provision if Clause 11.1, with respect to which each Party will indemnify the other in proportion to their respective liability for such loss, claim, damage or liability is due to the willful misfeasance, bad faith, negligence or reckless disregard of duty by the person seeking indemnificationLosses.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, FNWL and any officer, director, or employee of NW or agent of the foregoing, FNWL against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW FNWL and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW FNWL specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s 's own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW Insurer and each person who controls or is associated with NW Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee of NW or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW Insurer and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in any (i) any Registration Statement or in any Prospectus required to be filed by NW; Prospectus, or (ii) any state blue-sky application or (iii) any other document executed by NW Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In ; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW Insurer specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives any Distributor Representative of promotional, sales or advertising material not authorized by NW Insurer or any verbal or written misrepresentations by Distributor or its any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules;by (3) result from any breach by Distributor distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, Insurer and any officerof its officers, directordirectors, employee of NW employees or agent of the foregoingagents, against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW Insurer and/or any such person may become subject under any statute or regulation, any NASD FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in any (i) any Registration Statement or in any Prospectus required to be filed by NW; Prospectus, or (ii) any state blue-sky application or (iii) any other document executed by NW Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In State; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW Insurer specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives any Distributor Representative of promotional, sales or advertising advertis­ing material not authorized by NW Insurer or any verbal or written misrepresentations by Distributor or its any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives any Distributor Representative under federal securities laws or NASD FINRA Rules;; or (3) result from any material breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, AFLIC and any officer, director, or employee of NW or agent of the foregoing, AFLIC against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW AFLIC and/or any such person may become subject under any statute or regulation, any NASD Rule FINRA rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW AFLIC specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement or the Original Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, State Farm and any officer, director, director or employee of NW or agent of the foregoing, State Farm against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW State Farm and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of of, or are based upon upon, 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW State Farm specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, xxxxx xxxxx negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW and each person who controls or is associated with NW within the meaning of such terms under the federal securities laws, State --------------- Farm and any officer, director, or employee of NW or agent of the foregoing, State Farm against any and all joint or several losses, claims, damages or liabilities liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW State Farm and/or any such person may become subject under any statute or regulation, any NASD Rule rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWProspectus; (ii) any state blue-sky application or (iii) any other document executed by NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW State Farm specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NW; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD Rules; (3) result from any breach by Distributor of any provision of this Agreement; or; (43) result from Distributor’s 's own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.

By Distributor. Distributor shall indemnify and hold harmless NW JNLIC-NY and each person who controls or is associated with NW within JNLIC-NYwithin the meaning of such terms under the federal securities laws, and any officer, director, employee of NW JNLIC-NY or agent of the foregoing, against any and all joint or several losses, claims, damages or liabilities (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NW JNLIC-NY and/or any such person may become subject under any statute or regulation, any NASD FINRA Rule or FINRA interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) arise out of or are based upon 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 not misleading, in light of the circumstances in which they were made, contained in (i) any Registration Statement or in any Prospectus required to be filed by NWJNLIC-NY; (ii) any state blue-sky application or (iii) any other document executed by NW JNLIC-NY specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any jurisdiction. In each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by Distributor to NW JNLIC-NY specifically for use in the preparation of any such Registration Statement or any such state blue-sky application or any amendment thereof or supplement thereto, or in any Prospectus required to be filed by NWJNLIC-NY; (2) result because of any use by Distributor or its Representatives of promotional, sales or advertising material not authorized by NW JNLIC-NY or any verbal or written misrepresentations by Distributor or its Representative or any unlawful sales practices concerning the Contracts by Distributor or its Representatives under federal securities laws or NASD FINRA Rules; (3) result from any breach by Distributor of any provision of this Agreement; or (4) result from Distributor’s own misconduct or negligence. This indemnification shall be in addition to any liability that Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, negligence or reckless disregard of duty by the person seeking indemnification.