Common use of Indemnification by Servicer Clause in Contracts

Indemnification by Servicer. 2.l(a) Servicer agrees to indemnify and hold harmless GFDL, each officer, director and employee of GFDL, and each person, if any, who controls GFDL, within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 2.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Servicer) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to Servicer's performance of, or failure to perform its duties under the Agreement and arise: (i) by reason of the Servicer's willful misfeasance, bad faith or negligence in performance of its duties or obligations hereunder or by reason of reckless disregard of its duties or obligations hereunder; (ii) from reasonable reliance on information furnished to GFDL by Servicer or its affiliates; (iii) as a result of any material failure by Servicer to provide the services and furnish the materials under the terms of this Agreement; or (iv) out of or result from any material breach of any representation or warranty made by Servicer in this Agreement or arise out of or result from any other material breach of this Agreement by Servicer, as limited by and in accordance with the provisions of Sections 2.1(b) and 2.1(c) hereof.

Appears in 2 contracts

Samples: Variable Product Services Agreement (Principal Life Insurance Co Separate Account B), Variable Product Services Agreement (Principal Life Insurance Co Separate Account B)

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Indemnification by Servicer. 2.l(a(a) Servicer agrees to indemnify and hold harmless GFDLRDI, each officer, director and employee of GFDLRDI, and each person, if any, who controls GFDLRDI, within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 2.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Servicer) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to Servicer's performance of, or failure to perform its duties under the Agreement and arise: (i) by reason of the Servicer's willful misfeasance, bad faith or negligence in performance of its duties or obligations hereunder or by reason of reckless disregard of its duties or obligations hereunder; (ii) from reasonable reliance on information furnished to GFDL RDI by Servicer or its affiliates; (iii) as a result of any material failure by Servicer to provide the services and furnish the materials under the terms of this Agreement; or (iv) arise out of or result from any material breach of any representation or warranty made by Servicer in this Agreement or arise out of or result from any other material breach of this Agreement by Servicer, as limited by and in accordance with the provisions of Sections 2.1(b) and 2.1(c) hereof.

Appears in 2 contracts

Samples: Variable Product Services Agreement (Separate Account I of National Integrity Life Ins Co), Variable Product Services Agreement (Separate Account I of Integrity Life Insurance Co)

Indemnification by Servicer. 2.l(a(a) Servicer agrees to indemnify and hold harmless GFDLRDI, each officer, director and employee of GFDLRDI, and each person, if any, who controls GFDLRDI, within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section Section 2.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Servicer) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to Servicer's performance of, or failure to perform its duties under the Agreement and arise: (i) by reason of the Servicer's willful misfeasance, bad faith or negligence in performance of its duties or obligations hereunder or by reason of reckless disregard of its duties or obligations hereunder; (ii) from reasonable reliance on information furnished to GFDL RDI by Servicer or its affiliates; (iii) as a result of any material failure by Servicer to provide the services and furnish the materials under the terms of this Agreement; or (iv) arise out of or result from any material breach of any representation or warranty made by Servicer in this Agreement or arise out of or result from any other material breach of this Agreement by Servicer, as limited by and in accordance with the provisions of Sections 2.1(b) and 2.1(c) hereof.

Appears in 1 contract

Samples: Variable Product Services Agreement (Separate Account I of Integrity Life Insurance Co)

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Indemnification by Servicer. 2.l(a(a) Servicer agrees to indemnify and hold harmless GFDLRDI, each officer, director and employee of GFDLRDI, and each person, if any, who controls GFDLRDI, within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually, an "Indemnified Party," for purposes of this Section 2.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Servicer) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions in respect thereof) or settlements are related to Servicer's ’s performance of, or failure to perform its duties under the Agreement and arise: (i) by reason of the Servicer's ’s willful misfeasance, bad faith or negligence in performance of its duties or obligations hereunder or by reason of reckless disregard of its duties or obligations hereunder; (ii) from reasonable reliance on information furnished to GFDL RDI by Servicer or its affiliates; (iii) as a result of any material failure by Servicer to provide the services and furnish the materials under the terms of this Agreement; or (iv) arise out of or result from any material breach of any representation or warranty made by Servicer in this Agreement or arise out of or result from any other material breach of this Agreement by Servicer, as limited by and in accordance with the provisions of Sections 2.1(b) and 2.1(c) hereof.

Appears in 1 contract

Samples: Variable Product Services Agreement (Columbus Life Separate Account 1)

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