Indemnification By ELAS Clause Samples
Indemnification By ELAS. ELAS shall indemnify, defend and hold harmless the Advisor and its directors, officers, agents and employees (each an "Advisor Indemnitee" and collectively, the "Advisor Indemnitees") from and against any and all Losses incurred as a result of, pursuant to or in connection with any Claim by any third party arising out of, based upon or resulting from any Investment or proposed Investment where the Advisor is acting on behalf of ELAS under this Agreement or arising out of, based upon or resulting from the performance by the Advisor or any of its directors, officers, agents or employees of the Advisor's obligations under this Agreement, but only to the extent such Claim does not arise out of, is not based upon or does not result from (a) a breach of any representation, warranty, covenant or agreement of the Advisor contained in this Agreement or (b) any act, omission or failure to act by the Advisor or any of its directors, officers, agents or employees constituting a breach of the standard of conduct set forth in Section 1.3 or bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor's obligations under this Agreement.
Indemnification By ELAS. ELAS shall indemnify, defend and hold harmless the Advisor and its directors, officers, agents and employees (each an "Advisor Indemnitee" and collectively, the "Advisor Indemnitees") from and against any and all Losses incurred as a result of, pursuant to or in connection with any Claim by any third party (including without limitation any Account client) arising out of, based on, resulting from or relating to this Agreement, any Account Agreement, any Investment or proposed Investment or the operation of any Account, if and to the extent such Claim arises out of, is based on, results from or relates to (a) the failure, at the direction of ELAS, to complete a covered transaction recommended by the Advisor pursuant to Section 3.3, (b) a breach of any representation, warranty, covenant or agreement of ELAS contained in this Agreement or (c) action taken or omitted to be taken by ELAS in respect of the operation of any Account which relates to its contractual relationship with any Account client as the issuer of any insurance, annuity or funding contract or agreement underlying such Account or its administrative or other duties relating thereto, provided that ELAS's indemnification obligations under this Section 6.2 shall not be applicable in respect of (i) a covered transaction described in clause (a) of this Section 6.2, if it is established that such covered transaction would constitute a violation of ERISA or other Regulatory Requirement, or (ii) a Claim arising out of, based on, resulting from or relating to the negotiation or execution of this Agreement or its approval by any Regulatory Authority or the allocation (as distinct from performance) of responsibilities hereunder or a breach by any Advisor Indemnitee of any duty or obligation under ERISA, and provided further that nothing in clause (c) of this Section 6.2 shall require ELAS to take or omit to take any particular action.