By TLAC Sample Clauses

By TLAC. TLAC on its behalf and on behalf of each Separate Account shall indemnify and hold harmless the Distributor and any officer, director, or employee of the Distributor 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 Distributor 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 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; provided that TLAC 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 TLAC by the Distributor 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 TLAC of any provision of this Agreement. This indemnification agreement shall be in addition to any liability that TLAC 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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