Common use of INDEMNIFICATION BY PRICE ASSOCIATES Clause in Contracts

INDEMNIFICATION BY PRICE ASSOCIATES. Price Associates shall indemnify and hold harmless Security Benefit and any Affiliate and any officer, director, employee or agent of any of the foregoing, against any and all losses, liabilities, damages, claims or expenses, joint or several (including the reasonable costs of settling a claim, investigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith), to which Security Benefit and/or any such person may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, liabilities, damages, claims or expenses result because of the material breach by Price Associates of any provision of this Agreement, including but not limited to any violation of any federal or state statute or regulation. Further, Price Associates shall indemnify Security Benefit under this Agreement and the Related Agreements to the extent that its Affiliates are unable to fulfill their indemnification obligations under this Agreement or any Related Agreements. Notwithstanding the above, no person shall be entitled to indemnification pursuant to this Section 8.1(c) if such loss, liability, damage, claim or expense is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification.