Common use of INDEMNIFICATION BY SECURITY BENEFIT Clause in Contracts

INDEMNIFICATION BY SECURITY BENEFIT. In addition to any indemnification liability Security Benefit may have under any of the Related Agreements or otherwise, Security Benefit shall indemnify and hold harmless Investment Services, Price Associates, and their Affiliates 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 Investment Services, Price Associates 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 a material breach by Security Benefit of any provision of this Agreement or which proximately result from any acts or omission of Security Benefit or Security Benefits's officers, directors, employees, agents (which for these purposes shall not include an Underwriter Representative or Distributor Representative as those terms are defined in the Distribution Agreement) or subcontractors that are not in accordance with this Agreement, including but not limited to any violation of any federal or state statute or regulation. Notwithstanding the above, no person shall be entitled to indemnification pursuant to this Section 8.1(a) 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.

INDEMNIFICATION BY SECURITY BENEFIT. In addition to any indemnification liability Security Benefit may have under any of the Related Agreements or otherwise, Security Benefit shall indemnify and hold harmless Investment Services, Price Associates, and their Affiliates 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 Investment Services, Price Associates 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 a material breach by Security Benefit of any provision of this Agreement or which proximately result from any acts or omission of Security Benefit or Security Benefits's officers, directors, employees, agents (which for these purposes shall not include an Underwriter Representative or Distributor Representative as those terms are defined in the Distribution Agreement) or subcontractors that are not in accordance with this Agreement, including but not limited to any violation of any federal or state statute or regulation. Notwithstanding the aboveFurther, no person Security Benefit shall be entitled to indemnification pursuant to indemnify Investment Services, Price Associates and any Affiliate thereof under this Section 8.1(a) if such loss, liability, damage, claim or expense is due Agreement to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by extent that SBL-N.Y. is unable to fulfill its indemnification obligations under the person seeking indemnification.N.Y.