Common use of Indemnification by the Broker-Dealer Clause in Contracts

Indemnification by the Broker-Dealer. Broker-Dealer shall indemnify, defend and hold harmless the Company and Distributor and each person who controls or is associated with the Company or Distributor within the meaning of the federal securities laws and any director, officer, corporate agent, employee, attorney and any representative thereof, from and against all losses, expenses, claims, damages and liabilities (including any costs of investigation and legal expenses and any amounts paid in settlement of any action, suit or proceeding of any claim asserted) which result from, arise out of or are based upon: 1. any breach by Broker-Dealer, its Registered Representatives or Affiliates of any provision or term or condition of this Agreement; 2. any violation by Broker-Dealer, its Registered Representatives or Affiliates of any federal, state, local or foreign law or regulation; 3. any claim by a Registered Representative against the Company or Distributor for Compensation; or 4. bad faith, negligence, misconduct, willful malfeasance or omissions of the Broker-Dealer, its Registered Representatives or Affiliates in the solicitation of applications for, or sales of, Contracts or any other unlawful sales practices or conduct.