Indemnification by the Manager. A. The Manager shall indemnify and hold the Agent harmless from and against any and all liabilities the Agent may become obligated to pay to or on behalf of any insured based upon an error of the Manager or Company in processing or handling business placed by the Agent through the Manager, except to the extent that the Agent caused, contributed to, or compounded the error. B. The Agent shall promptly notify the Manager whenever the Agent receives notice of the commencement of any action relating to any alleged liability for which indemnification might be applicable, and the Manager shall be entitled to participate in such action, or to assume the defense of such action with counsel satisfactory to the Manager. If the Manager assumes the defense of any action, it shall not be responsible to the Agent for any legal or other expenses incurred by the Agent in connection with such action after the date of assumption. The Manager shall not be responsible for indemnifying the Agent to the extent that the Agent’s failure to promptly notify the Manager of an action prejudices the Manager’s defense of the action.
Appears in 12 contracts
Samples: Agent Agreement, Agency Appointment Agreement, Agent Agreement