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.
Sample 1Sample 2Sample 3See All (46)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2Sample 3See All (5)
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.
Sample 1Sample 2Sample 3
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.
Sample 1
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.
Sample 1
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
AutoNDA by SimpleDocs
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.
Sample 1

Related to By Insurer

  • Indemnity Insurance a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Xxx 000, Xxxx Xxxxxxx, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City.

  • 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.

  • Contractor Insurance All insurance shall be procured from companies authorized to do business in the State of Florida, with a minimum of A.M. Best rating of A, or equivalent. Proof of coverage shall be provided by submitting to the University’s Risk Management Office a certificate or certificates, evidencing the existence thereof or insurance binders and shall be delivered within fifteen (15) days of the tentative award date of the Agreement. In the event a binder is delivered, it shall be replaced within thirty (30) days by a certificate in lieu thereto. A renewal certificate shall be delivered to the University’s Risk Management Office at least thirty (30) days prior to the expiration date of each expiring policy. The University, at its sole discretion, has the right to deviate from any of the insurance requirements herein. If the University decides to deviate from the insurance requirements stated herein, the University will inform the Contractor in writing.

  • Subcontractor Insurance In accord with Good Utility Practice, each Interconnected Entity shall require each of its subcontractors to maintain and provide evidence of insurance coverage of types, and in amounts, commensurate with the risks associated with the services provided by the subcontractor. Bonding of contractors or subcontractors shall be at the hiring Interconnected Entity’s discretion, but regardless of bonding, the hiring principal shall be responsible for the performance or non- performance of any contractor or subcontractor it hires.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!