Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors and Companies, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies and/or the Distributors (including reasonable attorneys' fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "Indemnitor" as such term is used in this Agreement and each of the Distributors and the Companies, and each of their directors, officers and employees, as applicable, shall be an "Indemnitee" as such term is used in this Agreement.
Appears in 3 contracts
Samples: Broker Dealer Sales and Supervision Agreement (Alpine Life Insurance Co Seperate Account Two), Broker Dealer Sales and Supervision Agreement (Icmg Registered Variable Life Separate Account One), Broker Dealer Sales and Supervision Agreement (Royal Life Insurance Co of America Separate Account Two)
Parties’ Liability. (i) Broker-Dealer shall indemnify and hold Distributors Distributor and CompaniesCompany, and each of their respective directors, officers, and employees, harmless from any Costs sustained by Companies Company and/or the Distributors Distributor (including reasonable attorneys' ’ fees) on account of any claim, arising out of, based upon, or otherwise relating to: (a) any breach of any representation, warranty, covenant, agreement or other obligation of Broker-Dealer or any Affiliate contained in this Agreement; (b) a violation of state and/or federal laws, regulations or rules, or the rules and regulations of any applicable self-regulatory organizations by Broker-Dealer or any Affiliate; (c) negligent, fraudulent, illegal or wrongful action or inaction by Broker-Dealer or any Affiliate or by persons employed or appointed by Broker-Dealer. In any of the foregoing cases Broker-Dealer or any Affiliate shall be an "“Indemnitor" ” as such term is used in this Agreement and each of the Distributors Distributor and the CompaniesCompany, and each of their directors, officers and employees, as applicable, shall be an "“Indemnitee" ” as such term is used in this Agreement.
Appears in 2 contracts
Samples: And Supervision Agreement (Forethought Life Insurance Co Separate Account A), And Supervision Agreement (Forethought Life Insurance Co Separate Account A)