By The Distributor. The Distributor shall indemnify and hold harmless The Travelers on its behalf and on behalf of each Separate Account and any officer, director, or employee of The Travelers or each Separate Account 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 The Travelers and/or any such person may become subject under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities:
(i) 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 registration statement or in any prospectus for the Contracts; 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 the Distributor to The Travelers specifically for use in the preparation of any such registration statement or any amendment thereof or supplement thereto; or
(ii) result from any breach by the Distributor of any provision of this Agreement; or
(iii) result from the Distributor's own misconduct or negligence. This indemnification agreement shall be in addition to any liability that the 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 The Distributor. The Distributor agrees to indemnify the Company and its officers, directors and controlling persons (within the meaning of the federal securities laws) for any liability and expenses, including reasonable attorneys’ fees, which may be sustained by any of the indemnitees as a result of: (i) any alleged or actual material misrepresentation or omission by the Distributor or its agents; or (ii) the Distributor’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations hereunder.
By The Distributor. (1) The Distributor agrees to indemnify and hold harmless the Insurance Companies, each Affiliate of the Insurance Companies and the Underwriter and each of their directors, officers, employees or agents and each person, if any, who controls the Insurance Companies or the Underwriter within the meaning of the federal securities laws (collectively, the "Indemnified Parties" for purposes of this Section 12 (a)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the offer or sale of the Variable Products or the operation of the Variable Accounts and:
(i) arise out of, or are based upon, violation(s) by the Distributor of federal or state securities law(s) or regulation(s), applicable banking law(s) or regulation(s), insurance law(s) or regulation(s) or any rule or requirement of the NASD; or
(ii) arise out of, or are based upon, any tortious conduct (including oral or written misrepresentation), or any unlawful sales practices concerning the Variable Products by the Distributor; or
(iii) 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 advertising, sales literature, or other promotional material designed, developed, and produced by the Distributor and used by it in the distribution of the Variable Products; PROVIDED THAT the Distributor shall not be liable in any such case to the extent that such losses, claims, damages, liabilities or expenses arises out of, or are based upon, an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon information furnished in writing to the Distributor by the Insurance Companies or the Underwriter specifically for use in the preparation of any such promotional material; or
(iv) arise out of, or are based upon, claims by Broker-Dealers, Representatives or employees, agents or registered representatives of the Distributor for commissions or other c...
By The Distributor. The Distributor shall indemnify and hold harmless The Travelers on its behalf and on behalf of each Separate Account and any officer, director, or
By The Distributor. The Distributor represents and warrants to, and covenants with, the Insurance Companies as follows:
(1) The Distributor has taken all actions necessary, including without limitation, those necessary under its articles of incorporation, by-laws and applicable state corporate law, to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereunder.
(2) Prior to the sale of any Variable Product hereunder, the Distributor will be, and shall thereafter remain during the term of this Agreement, registered as a broker-dealer under the 1934 Act, a member in good standing of the NASD, and duly registered under applicable state securities laws.
(3) Prior to the sale of any Variable Product hereunder, the Distributor will be, and shall thereafter remain during the term of this Agreement, in compliance with the eligibility requirements for certain affiliated persons and underwriters found in Section 9(a) of the 0000 Xxx.
(4) Prior to the sale of any Variable Product hereunder, the Distributor and each Distributor Agency Affiliate and their employees, agents and registered representatives will have all necessary state insurance licenses and other regulatory approvals to perform the services required by this Agreement and the Distributor will notify the Insurance Companies and the Underwriter within three business days of obtaining actual knowledge of any change in the status of such licenses or regulatory approvals.
(5) While this Agreement remains in force and at any time following termination of this Agreement for any reason, the Distributor and the Distributor Agency Affiliates agree that they will not take any action designed or calculated to result in the transfer, exchange or replacement of any Policy or Contract.
By The Distributor. The Distributor shall indemnify and hold harmless TLAC on its behalf and on behalf of each Separate Account and any officer, director, or employee of TLAC or each Separate Account against any and all losses, claims, damages, or
By The Distributor. In the event of termination of this Agreement, the Company and the Distributor agree to provide the non-terminating party at least sixty (60) days' prior written notice of such termination. In the case of termination under paragraph 1. of this subsection, only the Distributor will be deemed the non-terminating party.
By The Distributor. The Distributor shall indemnify and hold harmless TLAC on its behalf and on behalf of each Separate Account and any officer, director, or employee of TLAC or each Separate Account 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 TLAC and/or any such person may become subject under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities:
(i) 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 registration statement or in any prospectus for the Contracts; 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 the Distributor to TLAC specifically for use in the preparation of any such registration statement or any amendment thereof or supplement thereto; or (ii) result from any breach by the Distributor of any provision of this Agreement; or
By The Distributor. The Distributor acknowledges and agrees that the services provided hereunder are personal in nature. Accordingly, without the prior written consent of the Trust, the Distributor shall not have the right to transfer or assign its rights or obligations under this Agreement, whether directly or by merger or otherwise by operation of Law, by change of control or otherwise.
By The Distributor. The Distributor may amend this Agreement in its entirety or any portion thereof. The Distributor shall provide copies of such amendment to the Employer and/or Employee. Neither this Section nor any other portion of this agreement shall impose on the Distributor an affirmative obligation to amend the Agreement.
