Indemnification by Administrator. (a) The Administrator agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 9.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Administrator) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Trust or the Administrator by or on behalf of the Company, the Advisers, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the Administrator for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or
(ii) arise out of or as a result of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Administrator; or
(iii) arise as a result of any failure by the Administrator to provide the services and furnish the materials under the terms of this ...
Indemnification by Administrator. Administrator hereby indemnifies Insurer and its Affiliates and its and their respective officers, directors, employees, agents and Representatives against, and agrees to hold each of them harmless from any and all Damages incurred or suffered by any of them arising out of or relating to, (i) any Reinsured Liabilities; (ii) any breach or nonfulfillment by Administrator of, or any failure by Administrator to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this RICA Administrative Services Agreement; and (iii) any enforcement of this indemnity.
Indemnification by Administrator. The Administrator shall indemnify each Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by such Fund which result from: (i) the Administrator’s failure to comply with the terms of this Agreement; (ii) the Administrator’s lack of good faith in performing its obligations hereunder; (iii) the gross negligence or willful misconduct of the Administrator, or its employees, agents or contractors in connection herewith. Notwithstanding the foregoing, neither Fund shall be entitled to such indemnification if its own gross negligence or willful misconduct contributed in any way to the actions or omissions giving rise to the Administrator’s obligation to indemnify a Fund pursuant to this Section 14. Before confessing any claim against it which may be subject to indemnification hereunder, each Fund shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of such Fund.
Indemnification by Administrator. The Administrator agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 9.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Administrator) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
Indemnification by Administrator. Administrator shall be solely responsible for and agrees to defend, indemnify, and hold harmless United, the Clients, and their respective Affiliates, shareholders, directors, officers, employees, and agents from and against any and all claims, causes of action, obligations, liability, liens, indebtedness, debts, judgments, damages, (of every kind and nature), losses, costs, expenses, and fees (including, reasonable attorneys’ fees) arising from or related to (i) the breach of or default under any representation, warranty, covenant, condition, or promise made by Administrator in this Agreement, or (ii) the provision of Prescription Drug Drugs or the compounding, packaging, storage, selling, dispensing, manufacturing, or using of Drug Products, including, without limitation, claims asserting the implied or an express warranty of merchantability or of fitness for a particular purpose.
Indemnification by Administrator. The Administrator hereby agrees to indemnify, defend and hold harmless the Company, its Affiliates and their respective stockholders, directors, officers, employees, representatives, successors and permitted assigns (collectively, the “Company Indemnitees”) from and against all Losses asserted against, imposed upon or incurred by any Company Indemnitees arising from, based on or relating to: (a) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this Agreement, (b) the Company’s actions taken at the written recommendation or direction of the Administrator, (c) any fraud, theft or embezzlement by officers, employees, contractors, sub-contractors or other agents of any type of the Administrator or its Affiliates affecting the Administrator’s obligations under this Agreement, and (d) any successful enforcement of this indemnity; provided, however, that the Administrator shall not be required to provide indemnification for any Loss or Losses to the extent attributable to the gross negligence or willful misconduct of any Company Indemnitee.
Indemnification by Administrator. Administrator shall indemnify, defend, and hold the Plan Board harmless from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses resulting from any negligent or willful act or omission of the Plan Board. The indemnification provisions of this Section are intended to be in addition to any common law rights to contribution existing under the law of which one party may have against the other.
Indemnification by Administrator. Administrator hereby indemnifies LaSalle Re and its Affiliates and its and their respective officers, directors, employees, agents and representative against, and agrees to hold each of them harmless from any and all Damages incurred or suffered by any of them arising out of or relating to, (i) any Reinsured Liabilities; (ii) any breach or nonfulfillment by Administrator of, or any failure by Administrator to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this Administrative Services Agreement; (iii) any enforcement of this indemnity; and (iv) the Bank Accounts.
Indemnification by Administrator. Administrator hereby indemnifies Company and its Affiliates and its and their respective officers, directors, employees, agents and representatives against, and agrees to hold each of them harmless from, any and all Damages incurred or suffered by any of them arising out of or relating to: (i) any breach or nonfulfillment by Administrator of, or any failure by Administrator to perform, any of the covenants, terms or conditions of, or any duties or obligations under, this Agreement; and (ii) any enforcement of this indemnity.
Indemnification by Administrator. (a) The Administrator agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Administrator) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any
