Common use of By Distributor Clause in Contracts

By Distributor. Distributor shall indemnify and hold harmless Insurer and any of its officers, directors, employees or agents, against any and all losses, claims, damages or 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 Insurer and/or any such person may become subject under any statute or regulation, any 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) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. 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 Insurer 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 its officers, directors, employees NW or agentsagent of the foregoing, against any and all joint or several losses, claims, damages or liabilities, joint or several 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 Insurer NW and/or any such person may become subject under any statute or regulation, any FINRA 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 any (i) any Registration Statement or in any Prospectus, or Prospectus required to be filed by NW; (ii) any state blue-sky application or (iii) any other document executed by Insurer NW specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; in 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 Insurer 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 any Distributor Representative its Representatives of promotional, sales or advertising material not authorized by Insurer NW or any verbal or written misrepresentations by Distributor or any Distributor its Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative its Representatives under federal securities laws or FINRA NASD 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 Insurer and each person who controls or is associated with the Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of its officers, directors, employees or agentsthe foregoing, against any and all losses, claims, damages or 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 Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule 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 any (i) Registration Statement or in any Prospectus, Prospectus or (ii) blue-blue sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any Statejurisdiction; 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-blue sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. 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 Insurer the Trust and any officer, director or employee of its officers, directors, employees or agents, the Trust against any and all losses, claims, damages or 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 Insurer the Trust and/or any such person may become subject under any statute or regulation, any FINRA Rule NASD 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer the Trust specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer and each person who controls or is associated with Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of its officers, directors, employees or agentsthe foregoing, against any and all losses, claims, damages or 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 Insurer and/or any such person may become subject under any statute or regulation, any FINRA 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) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. 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 Insurer AUL and any current or former officer, director, or employee of its officers, directors, employees or agents, AUL against any and all losses, claims, damages damages, expenses or 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)several, to which Insurer AUL and/or any such person may become subject under any statute or regulation, any FINRA Rule NASD 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 any (i) Registration Statement registration statement, prospectus, offering document or in any Prospectus, sales or (ii) blue-sky application or other document executed by Insurer specifically for promotional materials relating to the purpose of qualifying any or all of the Contracts for sale under the securities laws of any StateContracts; 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 Insurer specifically AUL for use in the preparation of any such Registration Statement or any such blue-sky application materials or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3ii) arise out of any untrue or allegedly untrue statement or representation made in connection with the distribution of the Contracts by Distributor, general agent, sub-agents, Brokers, or the agents or 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 (iii) 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. 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 Insurer the Trust and any officer, director or employee of its officers, directors, employees or agents, the Trust against any and all losses, claims, damages or 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 Insurer the Trust and/or any such person may become subject under any statute or regulation, any FINRA Rule NASD 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer the Trust specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer State Farm and any officer, director or employee of its officers, directors, employees or agents, State Farm against any and all losses, claims, damages or 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 Insurer State Farm and/or any such person may become subject under any statute or regulation, any FINRA Rule NASD 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer State Farm specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer AFLIC and any officer, director, or employee of its officers, directors, employees or agents, AFLIC against any and all losses, claims, damages or 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 Insurer AFLIC and/or any such person may become subject under any statute or regulation, any FINRA Rule 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer AFLIC specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. ; 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 Insurer State --------------- Farm and any officer, director, or employee of its officers, directors, employees or agents, State Farm against any and all losses, claims, damages or 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 Insurer State Farm and/or any such person may become subject under any statute or regulation, any FINRA Rule 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer State Farm specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer Company and its 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 of its officersrepresentations, directorswarranties or obligations under this Agreement, employees (c) gross negligence or agentswilful misconduct of any Distributor Indemnitee (which, against for clarity, includes its Permitted Subcontractors) in connection with this Agreement, (d) any and all lossesproduct liability claims relating to the Products solely to the extent that a claim is based on Distributor’s or its Permitted Subcontractors’ Commercialization, claimsor other handling, damages promotion, storage, distribution, sale or liabilitiesuse of the Product, joint (e) intellectual property infringement solely to the extent arising out of Distributor’s Commercialization of any Product in combination with any other device or several technology that (including any investigativei) 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, legal and other expenses reasonably incurred or 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 ofconnection therewith; or (g) any claims by a customer based upon any representations, any actionwarranties and/or covenants by Distributor or its Permitted Subcontractors to a customer which is more extensive than those representations, suit or proceeding or any claim assertedwarranties and/or covenants made by Company under this Agreement as set forth in Clause 10.4, in each case of (a)-(g), except to which Insurer and/or any the extent such person may become subject under any statute or regulation, any FINRA Rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages or liabilities: (1) Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission matter for which Company has obligations 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) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or indemnify any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. This indemnification shall be in addition to 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, gross negligence or reckless disregard of duty by the person seeking indemnificationLosses.

By Distributor. Distributor shall indemnify and hold harmless Insurer and any of its officers, directors, employees or agents, against any and all losses, claims, damages or 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 Insurer and/or any such person may become subject under any statute or regulation, any 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) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising advertis­ing material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement. 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 Insurer FNWL and any officer, director, or employee of its officers, directors, employees or agents, FNWL against any and all losses, claims, damages or 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 Insurer FNWL and/or any such person may become subject under any statute or regulation, any FINRA Rule 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer FNWL specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer State Farm and any officer, director or employee of its officers, directors, employees or agents, State Farm against any and all losses, claims, damages or 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 Insurer State Farm and/or any such person may become subject under any statute or regulation, any FINRA Rule NASD 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer State Farm specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer AFLIC and any officer, director, or employee of its officers, directors, employees or agents, AFLIC against any and all losses, claims, damages or 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 Insurer AFLIC and/or any such person may become subject under any statute or regulation, any FINRA 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) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer AFLIC specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement or the Original Agreement. ; 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 Insurer JNLIC-NY and each person who controls or is associated with JNLIC-NYwithin the meaning of such terms under the federal securities laws, and any officer, director, employee of its officers, directors, employees JNLIC-NY or agentsagent of the foregoing, against any and all joint or several losses, claims, damages or liabilities, joint or several 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 Insurer JNLIC-NY and/or any such person may become subject under any statute or regulation, any 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 any (i) any Registration Statement or in any Prospectus, or Prospectus required to be filed by JNLIC-NY; (ii) any state blue-sky application or (iii) any other document executed by Insurer JNLIC-NY specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any State; in 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 Insurer 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 JNLIC-NY; (2) result because of any use by Distributor or any Distributor Representative its Representatives of promotional, sales or advertising material not authorized by Insurer JNLIC-NY or any verbal or written misrepresentations by Distributor or any Distributor its Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative its Representatives under federal securities laws or 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 Insurer and each person who controls or is associated with Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of its officers, directors, employees or agentsthe foregoing, against any and all losses, claims, damages or 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 Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any Statejurisdiction; 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; orinconsistent with materials (3) result from any material breach by Distributor of any provision of this Agreement. 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 Insurer the Trust and any officer, director or employee of its officers, directors, employees or agents, the Trust against any and all losses, claims, damages or 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 Insurer the Trust and/or any such person may become subject under any statute or regulation, any FINRA 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer the Trust specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer State Farm and any officer, director or employee of its officers, directors, employees or agents, State Farm against any and all losses, claims, damages or 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 Insurer State Farm and/or any such person may become subject under any statute or regulation, any FINRA Rule NASD 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any 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 Insurer State Farm specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; or (3) result from any material breach by Distributor of any provision of this Agreement; (3) 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 Insurer and each person who controls or is associated with Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of its officers, directors, employees or agentsthe foregoing, against any and all losses, claims, damages or 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 Insurer and/or any such person may become subject under any statute or regulation, any FINRA Rule 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 any (i) Registration Statement or in any Prospectus, or (ii) blue-sky application or other document executed by Insurer specifically for the purpose of qualifying any or all of the Contracts for sale under the securities laws of any Statejurisdiction; 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 Insurer specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; (2) result because of any use by Distributor or any Distributor Representative of promotional, sales or advertising material not authorized by Insurer or any verbal or written misrepresentations by Distributor or any Distributor Representative or any unlawful sales practices concerning the Contracts by Distributor or any Distributor Representative under federal securities laws or FINRA Rules; orby (3) result from any material breach by Distributor distributor of any provision of this Agreement. 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.