Common use of INDEMNIFICATION OF PRUDENTIAL Clause in Contracts

INDEMNIFICATION OF PRUDENTIAL. The Employer shall hold harmless and indemnify Prudential and its employees, agents, and subcontractors ("Indemnitees") from and against any loss, damage, liability, claims, costs and expenses, including reasonable attorneys' fees ("Liabilities"), to which the Indemnitees may become subject, which result from: i. Any misrepresentation or nonfulfillment of any terms of this Agreement by the Plan, the Employer, the Plan Administrator or other Plan fiduciary (including, but not limited to, Liabilities resulting from the provision of inaccurate, untimely, or incomplete information to Prudential or the failure to provide Prudential with clear instructions as to matters relating to contributions, investment selections, or distributions). ii. Any failure by the Plan, the Employer, the Plan Administrator or other Plan fiduciary to comply with the terms of the Plan, iii. A violation by the Plan, the Employer, the Plan Administrator or other Plan fiduciary of the requirements of applicable Federal and/or state laws, iv. The making by Prudential of any benefit payment based upon instructions that Prudential reasonably believes to be authorized, and v. Any action, conduct or activity, including the failure to take action or to perform any activity taken by Prudential at the direction of the Employer, Plan Administrator or Trustee, provided that Prudential reasonably believes the direction to be valid and is not negligent in the execution of such directions.

INDEMNIFICATION OF PRUDENTIAL. The Employer shall hold harmless and indemnify Prudential and its employees, agents, and subcontractors ("Indemnitees") from and against any loss, damage, liability, claims, costs and expenses, including reasonable attorneys' fees ("Liabilities"), to which the Indemnitees may become subject, which result from: i. i) Any misrepresentation or nonfulfillment of any terms of this Agreement by the Plan, the Employer, the Plan Administrator or other Plan fiduciary (including, but not limited to, Liabilities resulting from the provision of inaccurate, untimely, or incomplete information to Prudential or the failure to provide Prudential with clear instructions as to matters relating to contributions, investment selections, or distributions). ii. ) Any failure by the Plan, the Employer, the Plan Administrator or other Plan fiduciary to comply with the terms of the Plan, iii. ) A violation by the Plan, the Employer, the Plan Administrator or other Plan fiduciary of the requirements of applicable Federal and/or state laws, iv. ) The making by Prudential of any benefit payment based upon instructions that Prudential reasonably believes to be authorized, and v. v) Any action, conduct or activity, including the failure to take action or to perform any activity taken by Prudential at the direction of the Employer, Plan Administrator or Trustee, provided that Prudential reasonably believes the direction to be valid and is not negligent in the execution of such directions. vi) Any failure by the Employer or the Plan to comply with any Federal or State laws governing the registration or sale of securities.

INDEMNIFICATION OF PRUDENTIAL. The Employer shall hold harmless and indemnify Prudential and its employees, agents, and subcontractors ("Indemnitees") from and against any loss, damage, liability, claims, costs and expenses, including reasonable attorneys' fees ("Liabilities"), to which the Indemnitees may become subject, which result from: i. i) Any misrepresentation or nonfulfillment of any terms of this Agreement by the Plan, the Employer, the Plan Administrator or other Plan fiduciary (including, but not limited to, Liabilities resulting from the provision of inaccurate, untimely, or incomplete information to Prudential or the failure to provide Prudential with clear instructions as to matters relating to contributions, investment selections, or distributions)., ii. ) Any failure by the Plan, the Employer, the Plan Administrator or other Plan fiduciary to comply with the terms of the Plan, iii. ) A violation by the Plan, the Employer, the Plan Administrator or other Plan fiduciary of the requirements of applicable Federal and/or state laws, iv. ) The making by Prudential of any benefit payment based upon instructions that Prudential reasonably believes to be authorized, and v. v) Any action, conduct or activity, including the failure to take action or to perform any activity taken by Prudential at the direction of the Employer, Plan Administrator or Trustee, provided that Prudential reasonably believes the direction to be valid and is not negligent in the execution of such directions.

INDEMNIFICATION OF PRUDENTIAL. The Employer shall hold harmless and indemnify Prudential and its employees, agents, and subcontractors ("Indemnitees") from and against any loss, damage, liability, claims, costs and expenses, including reasonable attorneys' fees ("Liabilities"), to which the Indemnitees may become subject, which result from: i. Any misrepresentation or nonfulfillment of any terms of this Agreement by the Plan, the Employer, the Plan Administrator Administrator, Third Party Administrator, or other Plan fiduciary (including, but not limited to, Liabilities resulting from the provision of inaccurate, untimely, or incomplete information to Prudential or the failure to provide Prudential with clear instructions as to matters relating to contributions, investment selections, or distributions). ii. Any failure by the Plan, the Employer, the Plan Administrator Administrator, Third Party Administrator, or other Plan fiduciary to comply with the terms of the Plan, iii. A violation by the Plan, the Employer, the Plan Administrator Administrator, Third Party Administrator, or other Plan fiduciary of the requirements of applicable Federal and/or state laws, iv. The making by Prudential of any benefit payment based upon instructions that Prudential reasonably believes to be authorized, and v. Any action, conduct or activity, including the failure to take action or to perform any activity taken by Prudential at the direction of the Employer, Plan Administrator Administrator, Third Party Administrator, or Trustee, provided that Prudential reasonably believes the direction to be valid and is not negligent in the execution of such directions.