Common use of Indemnification of AAL Clause in Contracts

Indemnification of AAL. DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled AAL within the meaning of Section 15 of the 1933 Act, against any and all losses, liabilities, damages, claims or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claims or expense and reasonable legal counsel fees incurred in connection therewith) to which AAL or any such person who may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Certificate by any person which may be based upon any wrongful act by DISTRIBUTOR or any of DISTRIBUTOR's directors, officers, employees or representatives, or may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report or other information covering the Certificates filed or made public by AAL or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to AAL by DISTRIBUTOR. In no case is DISTRIBUTOR's indemnity in favor of AAL, or any person indemnified to be deemed to protect AAL or such indemnified person against any liability to which AAL or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement, or is DISTRIBUTOR to be liable under its indemnity agreement contained in this Section with respect to any claim made against AAL or any person indemnified unless AAL or such person, as the case may be, shall have notified DISTRIBUTOR in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon AAL or upon such person (or after AAL or such person shall have received notice to such service on any designated agent). However, failure to notify DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which DISTRIBUTOR may have to AAL or any person against whom such action is brought otherwise than on account of DISTRIBUTOR's indemnity agreement contained in this Section. DISTRIBUTOR agrees to promptly notify AAL of the commencement of any litigation or proceedings against it or any of its officers, employees or representatives in connection with the issue or sale of the Certificates.

Indemnification of AAL. DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled AAL within the meaning of Section 15 of the 1933 Act, against any and all losses, liabilities, damages, claims or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claims or expense and reasonable legal counsel fees incurred in connection therewith) to which AAL or any such person who may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Certificate by any person which (i) may be based upon any wrongful act by DISTRIBUTOR or any of DISTRIBUTOR's directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report or other information covering the Certificates filed or made public by AAL or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to AAL by DISTRIBUTOR. In no case (i) is DISTRIBUTOR's indemnity in favor of AAL, or any person indemnified to be deemed to protect AAL or such indemnified person against any liability to which AAL or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement, or (ii) is DISTRIBUTOR to be liable under its indemnity agreement contained in this Section Paragraph with respect to any claim made against AAL or any person indemnified unless AAL or such person, as the case may be, shall have notified DISTRIBUTOR in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon AAL or upon such person (or after AAL or such person shall have received notice to such service on any designated agent). However, failure to notify DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which DISTRIBUTOR may have to AAL or any person against whom such action is brought otherwise than on account of DISTRIBUTOR's indemnity agreement contained in this SectionParagraph. DISTRIBUTOR shall be entitled to participate, at its own expense, in the defense, or, if DISTRIBUTOR so elects, to assume the defense of any suit brought to enforce any such claim, but, if DISTRIBUTOR elects to assume the defense, such defense shall be conducted by legal counsel chosen by DISTRIBUTOR and satisfactory to AAL and to the defendant or defendants who are entitled to such indemnification. In the event that DISTRIBUTOR elects to assume the defense of any suit and retain legal counsel, AAL and the defendant or defendants who are entitled to such indemnification, shall bear the fees and expenses of any additional legal counsel retained by them. If DISTRIBUTOR does not elect to assume the defense of any such suit, DISTRIBUTOR will reimburse AAL and the defendant or defendants entitled to such indemnification for the reasonable fees and expenses of any legal counsel retained by them. DISTRIBUTOR agrees to promptly notify AAL of the commencement of any litigation or proceedings against it or any of its officers, employees or representatives in connection with the issue or sale of the Certificatescertificates.

Indemnification of AAL. DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or former future directors, officers, employees, representatives and each person, if any, who controls or previously controlled AAL within the meaning of Section 15 of the 1933 Act, against any and all losses, liabilities, damages, claims or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claims or expense and reasonable legal counsel fees incurred in connection therewith) to which AAL or any such person who may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Certificate by any person which may be based upon any wrongful act by DISTRIBUTOR or any of DISTRIBUTOR's directors, officers, employees or representatives, or may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report or other information covering the Certificates filed or made public by AAL or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to AAL by DISTRIBUTOR. In no case is DISTRIBUTOR's indemnity in favor of AAL, or any person indemnified to be deemed to protect AAL or such indemnified person against any liability to which AAL or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement, or is DISTRIBUTOR to be liable under its indemnity agreement contained in this Section with respect to any claim made against AAL or any person indemnified unless AAL or such person, as the case may be, shall have notified DISTRIBUTOR in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon AAL or upon such person (or after AAL or such person shall have received notice to such service on any designated agent). However, failure to notify DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which DISTRIBUTOR may have to AAL or any person against whom such action is brought otherwise than on account of DISTRIBUTOR's indemnity agreement contained in this Section. DISTRIBUTOR agrees to promptly notify AAL of the commencement of any litigation or proceedings against it or any of its officers, employees or representatives in connection with the issue or sale of the Certificates.

Indemnification of AAL. DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled AAL within the meaning of Section 15 of the 1933 Act, against any and all losses, liabilities, damages, claims or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claims or expense and reasonable legal counsel fees incurred in connection therewith) to which AAL or any such person who may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Certificate by any person which may be based upon any wrongful act by DISTRIBUTOR or any of DISTRIBUTOR's directors, officers, employees or representatives, or may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report or other information covering the Certificates filed or made public by AAL or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to AAL by DISTRIBUTOR. In no case is DISTRIBUTOR's indemnity in favor of AAL, or any person indemnified to be deemed to protect AAL or such indemnified person against any liability to which AAL or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement, or is DISTRIBUTOR to be liable under its indemnity agreement contained in this Section Paragraph with respect to any claim made against AAL or any person indemnified unless AAL or such person, as the case may be, shall have notified DISTRIBUTOR in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon AAL or upon such person (or after AAL or such person shall have received notice to such service on any designated agent). However, failure to notify DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which DISTRIBUTOR may have to AAL or any person against whom such action is brought otherwise than on account of DISTRIBUTOR's indemnity agreement contained in this SectionParagraph. DISTRIBUTOR shall be entitled to participate, at its own expense, in the defense, or, if DISTRIBUTOR so elects, to assume the defense of any suit brought to enforce any such claim, but, if DISTRIBUTOR elects to assume the defense, such defense shall be conducted by legal counsel chosen by DISTRIBUTOR and satisfactory to AAL and to the defendant or defendants who are entitled to such indemnification. In the event that DISTRIBUTOR elects to assume the defense of any suit and retain legal counsel, AAL and the defendant or defendants who arc entitled to such indemnification, shall bear the fees and expenses of any additional legal counsel retained by them. If DISTRIBUTOR does not elect to assume the defense of any such suit, DISTRIBUTOR will reimburse AAL and the defendant or defendants entitled to such indemnification for the reasonable fees and expenses of any legal counsel retained by them. DISTRIBUTOR agrees to promptly notify AAL of the commencement of any litigation or proceedings against it or any of its officers, employees or representatives in connection with the issue or sale of the Certificatescertificates.

Indemnification of AAL. DISTRIBUTOR agrees to indemnify and hold harmless AAL and each of its present or former directors, officers, employees, representatives and each person, if any, who controls or previously controlled AAL within the meaning of Section 15 of the 1933 Act, against any and all losses, liabilities, damages, claims or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claims or expense and reasonable legal counsel fees incurred in connection therewith) to which AAL or any such person who may become subject under the 1933 Act, under any other statute, at common law, or otherwise, arising out of the acquisition of any Certificate by any person which may be based upon any wrongful act by DISTRIBUTOR or any of DISTRIBUTOR's directors, officers, employees or representatives, or may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report or other information covering the Certificates filed or made public by AAL or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to AAL by DISTRIBUTOR. In no case is DISTRIBUTOR's indemnity in favor of AAL, or any person indemnified to be deemed to protect AAL or such indemnified person against any liability to which AAL or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement, or is DISTRIBUTOR to be liable under its indemnity agreement contained in this Section Paragraph with respect to any claim made against AAL or any person indemnified unless AAL or such person, as the case may be, shall have notified DISTRIBUTOR in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon AAL or upon such person (or after AAL or such person shall have received notice to such service on any designated agent). However, failure to notify DISTRIBUTOR of any such claim shall not relieve DISTRIBUTOR from any liability which DISTRIBUTOR may have to AAL or any person against whom such action is brought otherwise than on account of DISTRIBUTOR's indemnity agreement contained in this Section. DISTRIBUTOR agrees to promptly notify AAL of the commencement of any litigation or proceedings against it or any of its officers, employees or representatives in connection with the issue or sale of the Certificatescertificates.