Indemnification by the Administrator. The Administrator shall indemnify each Series and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Series which result from: (i) the Administrator's failure to comply with the terms of this Agreement with respect to such Series; or (ii) the Administrator's lack of good faith in performing its obligations hereunder with respect to such Series; or (iii) the Administrator's negligence or misconduct or that of its employees, agents or contractors in connection herewith with respect to such Series. A Series shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Series or its employees, agents or contractors other than the Administrator unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Series shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of the Trust on behalf of such Series.
Indemnification by the Administrator. The Administrator shall indemnify the Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Fund which result from: (i) the Administrator's failure to comply with the terms of this Agreement; or (ii) the Administrator's lack of good faith in performing its obligations hereunder; or (iii) the Administrator's negligence or misconduct or that of its employees, agents or contractors in connection herewith. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Fund or its employees, agents or contractors other than the Administrator unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, the Fund shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of the Fund.
Indemnification by the Administrator. The Administrator shall indemnify the Company and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Company which result from (i) the Administrator’s failure to comply with the terms of this Agreement with respect to the Company; or (ii) the Administrator’s lack of good faith in performing its obligations hereunder with respect to the Company; or (iii) the Administrator’s gross negligence or misconduct or its employees, agents or contractors in connection herewith with respect to the Company. The Company shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Company or its employees, agents or contractors other than the Administrator, unless such negligence or misconduct results from or is accompanied by gross negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, the Company shall give the Administrator reasonable opportunity to defend against such claim in its own name or the name of the Company.
Indemnification by the Administrator. The Administrator shall indemnify each Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Fund which result from (i) the Administrator's failure to comply with the terms of this Agreement with respect to such Fund; or (ii) the Administrator's lack of good faith in performing its obligations hereunder with respect to such Fund; or (iii) the Administrator's negligence or misconduct or its employees, agents or contractors in connection herewith with respect to such Fund. A Fund shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Fund or its employees, agents or contractors other than the Administrator, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Fund shall give the Administrator reasonable opportunity to defend against such claim in its own name or the name of the Fund.
Indemnification by the Administrator. 9.1. The Administrator shall indemnify the Fund, its officers and directors and hold them harmless from and against any and all actions, suits, and claims, whether groundless or otherwise, and from and against any and all losses, damages (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the administrative services or any other service rendered to the Fund hereunder and arising or based upon the willful misfeasance, bad faith, or negligence of the Administrator, its directors, officers, employees, and agents in the performance of its or their duties on behalf of the Fund. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.
9.2. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Fund, its officers, and directors harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Fund will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so in good faith shall not affect the rights hereunder.
Indemnification by the Administrator. The Administrator shall indemnify, defend and hold harmless the Ceding Company and its Affiliates and each of their respective Representatives, successors and assigns (collectively, the “Ceding Company Indemnified Parties”) from and against any and all Losses incurred, sustained or suffered by or imposed upon the Ceding Company Indemnified Parties to the extent resulting from, arising out of or relating to (a) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of or any of its duties or obligations under this Agreement, (b) any violations of applicable Law by the Administrator or its Affiliates, (c) any gross negligence, willful misconduct, fraud, theft or embezzlement by directors, officers, employees or agents of the Administrator or its Subcontractors during the term of this Agreement; (d) any obligation of the Administrator to indemnify the Ceding Company as provided under Section 4.9 and (e) any successful enforcement of this indemnity; 1007063915v4 provided, in each case, that the Administrator shall have no obligation to indemnify pursuant to this Section 12.2 to the extent such Losses resulted from (x) a breach by the Ceding Company of its covenants and agreements contained in this Agreement, or (y) the failure, either intentional or unintentional, of the Ceding Company or any of its Affiliates or Representatives to properly perform the services or take the actions required by it or them under the Transitional Services Agreement.
Indemnification by the Administrator. Except as provided in Section and 7.7 of this Agreement, the Administrator and Insurer agree, jointly and severally, to indemnify and hold harmless the Fund, the Investment Adviser, the Servicing Agent, and Holding Company, each of their directors, trustees, and officers, and each person, if any, who controls the Fund, the Investment Adviser, the Servicing Agent or Holding Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Insurer and Administrator) or litigation expenses (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 litigation expenses are related to the sale or acquisition of the Fund's shares or the Variable Contracts or to the operation of the Fund, and, in any such case:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus for the Fund or sales literature for the Variable Contracts or the Fund generated by the Distributor (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Administrator directly or indirectly, by or on behalf of any Indemnified Party for use in the registration statement or prospectus for the Fund or sales literature (or any amendment or supplement thereto) or otherwise for use in connection with the sale of such Variable Contracts or Fund shares or the acceptance of applications for the Variable Contracts:
(ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus of the Fund or any amendment thereof or supplement thereto or in sales literature, or the omission or alleged omission to state therein a material fact required to be stated therein or neces...
Indemnification by the Administrator. The Administrator shall indemnify, defend and hold harmless the Company and its Affiliates and their respective directors, officers, employees, successors and assigns (collectively, the “MLOA Indemnified Parties”) from and against any and all Losses incurred by the Company Indemnified Parties to the extent arising from (a) any breach by the Administrator of the covenants and agreements of the Administrator contained in this Agreement, (b) any violations of Applicable Law by the Administrator or its Affiliates or Subcontractors (including without limitation under the Securities Act of 1933 or otherwise arising from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, contained in any registration statement or prospectus relating to a Covered Insurance Policy or any interest offered under a Covered Insurance Policy or any amendment thereof, but only to the extent prepared or updated by Administrator and excluding any information provided in writing by the Company or Affiliates) and (c) any successful enforcement of this indemnity; provided, that the Administrator shall have no obligation to indemnify any MLOA Indemnified Party to the extent (x) such Loss results from the gross negligence, bad faith or willful misconduct of the Company or (y) such Loss results from any breach by the Company of the covenants and agreements of the Company contained in this Agreement.
Indemnification by the Administrator. Subject to any limitation contained in the Asset Purchase Agreement, from and after the Closing Date, the Administrator hereby agrees to indemnify, defend and hold harmless XXXX and ALIAC and their respective directors, officers, employees, representatives (excluding the Producers), Affiliates, successors and permitted assigns (collectively, the "Company Indemnified Parties") from and against all Losses (as hereinafter defined) asserted against, imposed upon or incurred by any Company Indemnified Party arising from (a) the Administrator's performance of, or failure to perform, the Administrative Services or any other act, error, or omission of the Administrator with respect to the Policies, Post-Closing Policies or the Separate Accounts, whether or not such performance, failure to perform, act, error or omission (i) is willful, intentional, negligent or otherwise, or (ii) conforms to industry standards or any standards of performance set forth herein or otherwise agreed to by the parties hereto, (b) any breach or nonfulfillment by the Administrator of, or any failure by the Administrator to perform, any of the covenants, terms or conditions of, or any of its duties or obligations under, this Agreement, or (c) any enforcement of this indemnity.
Indemnification by the Administrator. The Administrator shall indemnify each Portfolio and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Portfolio which result from (i) the Administrator's failure to comply with the terms of this Agreement with respect to such
