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By Insurer Sample Clauses

By Insurer. Insurer shall indemnify and hold harmless Distributor 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 Distributor 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 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; provided that Insurer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to Insurer by Distributor specifically for use in the preparation of any such Registration Statement or any such blue-sky application or any amendment thereof or supplement thereto; or (2) result from any material breach by Insurer of any provision of this Agreement. This indemnification agreement shall be in addition to any liability that Insurer 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.
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By Insurer. Insurer agrees to indemnify and hold harmless Producer and each officer and director of Producer (“Producer Indemnitee”) against any and all losses, claims, fines, penalties, damages, or liabilities, joint and several (collectively “Claims”), to which Producer Indemnitee may become subject or otherwise, insofar as such Claims arise out of, relate to, or are based upon (i) any untrue statement or alleged untrue statement of a material fact, contained in any registration statement or any post-effective amendment thereto or in the prospectus or any amendment or supplement thereto for the Products, or in any Sales Materials provided by Company or that was required to be stated therein or necessary to make the statements therein not misleading; or (ii) the failure of Insurer, its officers, employees, or agents to comply with the provisions of this Agreement. Insurer agrees to reimburse Producer Indemnitee for reasonable legal and other expenses (including attorneys’ fees) incurred by such indemnitee in connection with investigating or defending Claims. This indemnity agreement will be in addition to any liability that Insurer may otherwise have.
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By Insurer. The Insurer agrees to indemnify and hold harmless Principal Underwriter and its members, officers, employees or agents against any and all losses, claims, liabilities, and expenses which Principal Underwriter may incur arising out of or based upon requests, directions, actions or inactions of or by Principal Underwriter or its members, officers, employees or agents in carrying out Principal Underwriter’s obligations under this Agreement if and to the extent that such losses, claims, liabilities, and expenses do not fall within the scope of any applicable errors and omissions coverage for such party, unless such loss, claim, liability or expense arises from or is based upon the gross negligence, willful misconduct or breach of an SEC or FINRA rule of or by the Principal Underwriter or its members, officers, employees or agents.
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By Insurer. The Insurer shall be responsible to the MGA and shall indemnify, save, defend and hold harmless the MGA and its officers and employees, against any and all claims, suits, hearings, actions, damages, liabilities, fines, penalties, losses or expenses, including, without limitation, reasonable attorneys, investigation and other professional fees to enforce this indemnification, caused by or resulting from any actual or alleged misconduct, error, omission or other act, or breach of this Agreement, by the Insurer, provided that the MGA has not contributed to or compounded the act alleged.
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By Insurer. The Insurer agrees to indemnify and hold harmless Principal Underwriter and its members, managers, officers, employees or agents against any and all losses, claims, liabilities, and expenses which Principal Underwriter may incur arising out of or based upon: (i) requests, directions, actions or inactions of or by Principal Underwriter or its members, officers, employees or agents in carrying out Principal Underwriter’s obligations under this Agreement, except to the extent such loss, claim, liability or expense arises from or is based upon the gross negligence, willful misconduct or conscious breach of an SEC or FINRA rule of or by the Principal Underwriter or its members, officers, employees or agents; (ii) any breach of this Agreement by Insurer, including without limitation, the representations and warranties contained in Section 3.e.; and (iii) any fees, assessments or charges of any kind that may be imposed by FINRA that are in addition to the levels of such items previously imposed by FINRA and resulting from Principal Underwriter’s entering into and/or performance of its obligations under this Agreement.
Sample 1
By Insurer. This policy may be cancelled by the insurer delivering to the insured by mail, at the address of the insured set forth in the Schedule, written notice stating when, not less than thirty (30) days thereafter, the cancellation shall be effective. Proof of mailing or delivery of such notice shall be sufficient proof of notice and this policy shall be deemed cancelled as to all insureds at the date and hour specified in such notice. In case of cancellation of the policy by the insurer before the expiry of the Policy Period, and the reason for the cancellation is not due to the violation of the policy terms by the insured or an attempt to defraud the insurer by the insured, the insurer will return the insured the amount which the insurer would have charged from a similar insured in respect of the same type of insurance on the cancellation date, pro- rata to the remaining period up to the end of the Policy Period.
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By Insurer. The Insurer shall furnish, or shall cause to be furnished, to the Investment Company or its designee, each piece of sales literature or other promotional material in which the Investment Company (or any Fund thereof) or its investment adviser or the Distributor is named at least 15 days prior to the anticipated use of such material, and no such sales literature or other promotional material shall be used unless the Investment Company and the Distributor or the designee of either approve the material or do not respond with comments on the material within 10 days from receipt of the material.
Sample 1
By Insurer. All completed applications and supporting documents are the sole property of Insurer and shall be retained by or on behalf of Insurer. Selling Group Member is authorized to recommend Sales Persons for appointment by Insurer to solicit sales of the Contracts.
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Related to By Insurer

  • Indemnity Insurance AND REPRESENTATIONS 15.1 LICENSEE agrees to indemnify, hold harmless and defend LICENSORS, their officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses, including reasonable attorneys’ fees, asserted by third parties, both government and non-government, resulting from or arising out of LICENSEE’s exercise of the rights granted under this AGREEMENT. LICENSEE shall not be responsible for the intentional wrongdoing of LICENSORS. 15.2 LICENSORS agree to indemnify, hold harmless and defend LICENSEE, its officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses, including reasonable attorneys’ fees, asserted by third parties, both government and non-government, resulting from or arising out of LICENSORS’s exercise of their rights and obligations under this AGREEMENT. LICENSORS shall not be responsible for the intentional wrongdoing of LICENSEE. 15.3 The PARTIES shall maintain in force at their sole cost and expense general liability insurance coverage in an amount reasonably sufficient to protect against liability under this Article 15. LICENSEE also shall maintain in force at its sole cost and expense product liability insurance coverage in an amount reasonably sufficient to protect against liability under this Article 15. Each PARTY shall have the right to request and to receive copies of the appropriate certificates of insurance from the other PARTIES for the purpose of ascertaining the sufficiency and currency of such coverage. 15.4 Except as provided in Section 15.8, nothing in this AGREEMENT shall be deemed to be a representation or warranty by LICENSORS of the validity of any of the patents or the accuracy, safety, efficacy, or usefulness, for any purpose, of any TECHNOLOGY. 15.5 LICENSORS shall have no obligation, expressed or implied, to supervise, monitor, review or otherwise assume responsibility for the production, manufacture, testing, clinical trials, marketing or sale of any LICENSED PRODUCTS, and LICENSORS shall have no liability whatsoever to LICENSEE, its officers, employees or agents for or on account of any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon LICENSEE, its officers, employees or agents or any other person or entity, arising out of or in connection with or resulting from LICENSEE’s: (a) production, use, or sale of any LICENSED PRODUCTS; (b) use of any TECHNOLOGY; or (c) advertising or other promotional activities with respect to any of the foregoing. 15.6 MVP hereby represents and warrants to BTG and DUKE that MVP has the right to grant the licenses set forth herein under PATENT RIGHTS and MVP TECHNOLOGY, including the license to the technical know-how summarized in Exhibit B, and to the use of the trademark, PURICASETM. 15.7 DUKE hereby represents and warrants to BTG and MVP that DUKE has the right to grant the licenses set forth herein under PATENT RIGHTS and DUKE TECHNOLOGY, including the license to the technical know-how and materials summarized in Exhibit A. 15.8 Each of the LICENSORS hereby separately represents and warrants to BTG that: (a) it has no actual knowledge, as of the EFFECTIVE DATE, that the use of TECHNOLOGY for the manufacture, use or sale of LICENSED PRODUCTS will infringe any patent or other intellectual property right of any third party in any country in the world, and that, if at any time during the TERM of this AGREEMENT, it becomes aware of any such information, it will promptly disclose such to BTG; (b) it has no actual knowledge, as of the EFFECTIVE DATE, of any prior art that would raise any issue concerning the validity of any patents issued or to issue on any applications which are included in PATENT RIGHTS, and that, if at any time during the TERM of this AGREEMENT, it becomes aware of any such information, it will promptly disclose such to BTG; (c) it is not aware of any other agreements, amendments or licenses that affect its authority or ability to enter into this AGREEMENT; (d) prior to the execution of this AGREEMENT, it has not assigned, encumbered, pledged, mortgaged, used as collateral, granted a security interest or lien in or otherwise engaged in any action that affects its ability to grant LICENSEE the rights granted pursuant to the terms of this AGREEMENT; and (e) during the TERM of this AGREEMENT, it will not engage in any action that could reasonably be anticipated to adversely affect its ability to grant LICENSEE the rights to manufacture, use and sell LICENSED PRODUCTS anywhere in the world pursuant to the terms of this AGREEMENT.

  • Primary Insurance Contractor's insurance coverage shall be primary insurance with respect to the Department, its officers, officials, employees, and volunteers and shall apply separately to each project or location. Any insurance or self-insurance maintained by the Department, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it.

  • The Commercial General Liability Insurance, Comprehensive Automobile Liability Insurance and Excess Public Liability Insurance policies, if written on a Claims First Made Basis, shall be maintained in full force and effect for two (2) years after termination of this LGIA, which coverage may be in the form of tail coverage or extended reporting period coverage if agreed by the Parties.

  • Liability Insurance To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

  • Automobile Liability Insurance Automobile Liability insurance covering bodily injury and property damage in an amount no less than one million dollars ($1,000,000) combined single limit for each occurrence. Covered vehicles shall include owned, non-owned, and hired automobiles/trucks.

  • General Liability Insurance The Contractor must secure and maintain Commercial General Liability Insurance, including bodily injury, property damage, products, personal and advertising injury, and completed operations. This insurance must provide coverage for all claims that may arise from performance of the Contract or completed operations, whether by the Contractor or anyone directly or indirectly employed by the Contractor. Such insurance must include the State of Florida as an additional insured for the entire length of the resulting contract. The Contractor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Contractor and the State of Florida under the resulting contract.

  • Boiler and Machinery Insurance The Owner shall have the option of purchasing and maintaining boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner. If purchased this insurance shall include interests of the Owner, Contractor, Subcontractors and Sub-subcontrators in the Work.

  • Comprehensive General Liability Insurance The Lessee shall procure and maintain a valid Comprehensive General Liability Insurance indemnifying the Lessor with minimum coverage of $ for personal injury and $ for damage to property.

  • Comprehensive Automobile Liability Insurance for coverage of owned and non-owned and hired vehicles, trailers or semi-trailers licensed for travel on public roads, with a minimum combined single limit of One Million Dollars ($1,000,000) each occurrence for bodily injury, including death, and property damage.

  • Commercial General Liability Insurance Policy Provide a Commercial General Liability Insurance Policy, including contractual liability, in adequate quantity to protect against legal liability arising out of contract activity but no less than $1,000,000 per occurrence. Additionally, the CONTRACTOR is responsible for ensuring that any subcontractors provide adequate insurance coverage for the activities arising out of subcontracts.

Most Referenced Clauses

Most Referenced Definitions