Common use of By Producer Clause in Contracts

By Producer. Producer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers and each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages, or liabilities joint and several (or actions in respect thereof), to which Company and any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including any unauthorized actions, errors or omissions by Subproducers. Producer agrees to reimburse Company and any director or officer or controlling person of Company for any reasonable legal or other expenses (including attorney’s fees) incurred by Company or such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Producer may otherwise have.

By Producer. Producer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers and each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages, or liabilities joint and several (or actions in respect thereof), to which Company and any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon: : (i) any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including any unauthorized actions, errors or omissions by Subproducers. Producer agrees to reimburse Company and any director or officer or controlling person of Company for any reasonable legal or other expenses (including attorney’s 's fees) incurred by Company or such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Producer may otherwise have.

By Producer. Producer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers and each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages, or liabilities joint and several (or actions in respect thereof), to which Company and any such director, director or officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon: : (i) any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including any unauthorized actions, errors or omissions by Subproducers. Producer agrees to reimburse Company and any director or officer or controlling person of Company for any reasonable legal or other expenses (including attorney’s 's fees) incurred by Company or such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Producer may otherwise have.

By Producer. Producer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers and each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages, or liabilities joint and several (or actions in respect thereof), to which Company and any such director, director or officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any unauthorized use of sales materials or any verbal or written misrepresentations or any unlawful sales practices concerning the Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including any unauthorized actions, errors or omissions by Subproducers. Producer agrees to reimburse Company and any director or officer or controlling person of Company for any reasonable legal or other expenses (including attorney’s fees) incurred by Company or such director, officer, or controlling person in connection with investigating or defending any such losses, claims, damages, liabilities, or actions. This indemnity agreement will be in addition to any liability that Producer may otherwise have.

By Producer. Producer shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers and officers, each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, employees, and agents (“Company Indemnitee”), against any and all losses, claims, damages, or liabilities joint and several (or actions in respect thereof), Claims to which Company and any such director, officer or controlling person Company Indemnitee may become subject, under the Securities Act ; or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) Claims arise out of of, relate to, or are based upon: (i) any unauthorized use of sales materials or materials, any verbal or written misrepresentations misrepresentations, product recommendations which are determined to be unsuitable, or any unlawful sales practices concerning the Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including but not limited to any unauthorized actions, failure to timely deliver contracts, or errors or omissions by Subproducers, failure to act as required under any applicable law, rule or regulation, engaging in any unauthorized transactions within a contract including any unauthorized electronic transactions submitted to Company. Producer agrees to reimburse Company and any director or officer or controlling person of Company Indemnitee for any reasonable legal or other expenses (including attorney’s attorneys’ fees) incurred by Company or such director, officer, or controlling person Indemnitee in connection with investigating or defending any such losses, claims, damages, liabilities, or actionsClaims. This indemnity agreement will be in addition to any liability that Producer may otherwise have.