Common use of Indemnification by Product Distributor Clause in Contracts

Indemnification by Product Distributor. GEID, the Company, the Funds and their affiliates shall not be responsible for, and Product Distributor shall indemnify and hold GEID, the Company, the Funds and their affiliates and their officers, directors, employees, agents, and persons, if any, who control them (within the meaning of the 0000 Xxx) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability, arising out of or attributable to: • Product Distributor’s lack of good faith or willful misconduct in carrying out its duties and responsibilities under this Agreement; • the material failure or alleged (by a regulatory agency) material failure of Product Distributor to comply with any applicable law, rule or regulation in connection with the discharge of any obligations under this Agreement; or • any material breach or alleged material breach by Product Distributor of any provision of this Agreement, including any material breach or alleged material breach by Product Distributor of any representation made by it in the Agreement. Product Distributor will not be obligated to indemnify any entity or person pursuant to this Section 6(a) against any liability to which GEID, the Company, the Funds and their affiliates, and their officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.

Indemnification by Product Distributor. GEID, the Company, the Funds and their affiliates shall not be responsible for, and Product Distributor shall indemnify and hold GEID, the Company, the Funds and their affiliates and their officers, directors, employees, agents, and persons, if any, who control them (within the meaning of the 0000 Xxx1940 Act) harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability, arising out of or attributable to: • Product Distributor’s lack of good faith or willful misconduct in carrying out its duties and responsibilities under this Agreement; • the material failure or alleged (by a regulatory agency) material failure of Product Distributor to comply with any applicable law, rule or regulation in connection with the discharge of any obligations under this Agreement; or • any material breach or alleged material breach by Product Distributor of any provision of this Agreement, including any material breach or alleged material breach by Product Distributor of any representation made by it in the Agreement. Product Distributor will not be obligated to indemnify any entity or person pursuant to this Section 6(a) against any liability to which GEID, the Company, the Funds and their affiliates, and their officers and directors, or any controlling person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in performance of, or reckless disregard of, the obligations and duties set forth in this Agreement.