INDEMNIFICATION BY THE INVESTMENT COMPANY. (a) The Investment Company agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls or is controlled by the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Investment Company and: (i) arise as a result of any failure by the Investment Company to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VII of this Agreement); or (ii) arise out of or result from any material breach of any representation or warranty made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company, as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
Appears in 8 contracts
Samples: Participation Agreement (Northwestern Mutual Variable Life Account), Participation Agreement (NML Variable Annuity Account B), Participation Agreement (Northwestern Mutual Variable Life Account)
INDEMNIFICATION BY THE INVESTMENT COMPANY. (a) The Investment Company agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls or is controlled by the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) Company or litigation expenses (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Investment Company and:
(i) arise as a result of any failure by the Investment Company to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VII of this Agreement); or
(ii) arise out of or result from any material breach of any representation or warranty made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company, as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.
Appears in 6 contracts
Samples: Participation Agreement (Metlife Investors Variable Annuity Account One), Participation Agreement (Russell Insurance Funds), Participation Agreement (Metlife Investors Variable Annuity Account One)