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.
Appears in 4 contracts
Samples: Distribution Agreement (Travelers Separate Account Five for Variable Annuities), Distribution Agreement (Travelers Insurance Co), Distribution Agreement (Travelers Separate Account QPN for Variable Annuities)
By The Distributor. The Distributor shall indemnify and hold harmless The Travelers TLAC on its behalf and on behalf of each Separate Account and any officer, director, or employee of The Travelers 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 The Travelers 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 The Travelers 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
(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.
Appears in 2 contracts
Samples: Distribution Agreement (Travelers Separate Account Six for Variable Annuities), Distribution Agreement (Travelers Fund Ul Ii for Variable Life Insurance)
By The Distributor. The Distributor shall indemnify and hold harmless The Travelers FSL on its behalf and on behalf of each Separate Account and any officer, director, or employee of The Travelers FSL 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 FSL 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 FSL 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.
Appears in 1 contract
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:: 5
(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.
Appears in 1 contract
Samples: Distribution Agreement (Travelers Growth & Income Stock Acct for Variable Annuities)
By The Distributor. The Distributor shall indemnify and hold harmless The Travelers the Company on its behalf and on behalf of each the Separate Account and any officer, director, or employee of The Travelers the Company or each the 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 the Company 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 the Company 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.
Appears in 1 contract
Samples: Distribution Agreement (Citicorp Life Variable Annuity Separate Account)
By The Distributor. The Distributor shall indemnify and hold harmless The Travelers the Company on its behalf and on behalf of each the Separate Account and any officer, director, or employee of The Travelers the Company or each the 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 5 the Company 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 the Company 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.
Appears in 1 contract
Samples: Distribution Agreement (First Citicorp Life Variable Annuity Separate Account)