Indemnification by Distributor. Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement.
Indemnification by Distributor. The Distributor agrees to indemnify and hold harmless Broker-Dealer, its directors, trustees, and officers, and each person, if any, who controls the Broker-Dealer within the meaning of Section 15 of the Securities Act, (collectively, the “Indemnified Parties” for the purposes of this Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject as a result of any untrue statement of any material fact contained in any registration statement, prospectus, or any other sales or offering materials furnished by the Distributor or approved in writing by the Distributor relating to the Contracts or related separate account (or any amendment or supplement to any of the foregoing), or as a result of the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading.
Indemnification by Distributor. Distributor agrees to indemnify the Trust and its officers and Trustees against any and all claims, demands, liabilities and expenses which the Trust may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus or Statement of Additional Information of any Fund, or in any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; or (ii) any act or deed of Distributor or its sales representatives, or securities dealers and others authorized to sell Fund Shares hereunder, or their sales representatives, that has not been authorized by the Trust in any Prospectus or Statement of Additional Information of any Fund or by this Agreement.
Indemnification by Distributor. The Distributor agrees to indemnify and hold harmless the Trust or any other person who has been, is, or may hereafter be an officer, Trustee or employee of the Trust against any loss, damage or expense reasonably incurred by any of them in connection with any claim or in connection with any action, suit, or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements made not misleading, on the part of the Distributor or any agent or employee of the Distributor or any other person for whose acts the Distributor is responsible or is alleged to be responsible, such as any dealer or person through whom sales are made pursuant to an agreement with the Distributor, unless such statement or omission was made in reliance upon written information furnished by the Trust. The term “expenses” for purposes of this and the next paragraph includes attorney’s fees and amounts paid in satisfaction of judgments or in settlements that are made with the Distributor’s consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Trust or a Trustee may be entitled as a matter of law.
Indemnification by Distributor. (a) Distributor agrees to indemnify and hold harmless the Company and each of its directors and officers and the Separate Accounts (collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Distributor) 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 litigation expenses:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Distributor or the Fund or the designee of either by or on behalf of the Company: (1) for use in the registration statement or prospectus for the Fund or in sales literature (or any amendment or supplement to any of the foregoing) or otherwise, (2) was contained in sales literature or other promotional material that has been approved by the Company or its designee for use in connection with the sale of the Variable Contracts or Fund shares, or (3) or otherwise for use in connection with the sale of the Variable Contracts issued by the Company or Fund shares; or
(ii) arise out of or result from the material breach of any representation and/or warranty made by Distributor, Adviser, or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by Distributor, Adviser, or the Fund, including but not limited to, compliance with the diversification requirements of Section 817(h) of the Code and qualification of each Series of the Fund as a Regulated Investment Company under Subchapter M of the Code; except to the extent provided in Sections 7.2(b) and 7.2(c) hereof.
(b) Distributor shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities o...
Indemnification by Distributor. Subject to the remainder of this Clause 15 (Indemnities), Distributor will: (a) defend Dell against any Third-Party Claim; and (b) indemnify Dell by paying (i) the resulting costs and damages finally awarded against Dell by a court of competent jurisdiction to the extent such are the result of the Third-Party Claim; or (ii) the amounts stated in a written settlement negotiated and approved by Distributor. Distributor may not, without Dell’s prior written consent, settle any Third-Party Claim if that settlement obligates Dell to admit any liability, to make any monetary payment, or to undertake any material obligation, or if that settlement would affect any APEX Service, Related Service or Dell’s business practices or policies.
Indemnification by Distributor. Distributor shall indemnify and hold Company free and harmless from any and all claims, damages, or lawsuits (including attorneys' fees) arising out of intentional or negligent acts or omissions by Distributor, its employees or agents.
Indemnification by Distributor. The Distributor agrees to indemnify and hold harmless the Trust or any other person who has been, is, or may hereafter be an officer, Trustee, employee or agent of the Trust against any loss, damage or expense reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon any violation of any of its representations or covenants herein contained or any untrue statement or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact necessary to make the statements made not misleading, on the part of the Distributor or any agent or employee of the Distributor or any other person for whose acts the Distributor is responsible or is alleged to be responsible (such as any selected dealer or person through whom sales are made pursuant to an agreement with the Distributor), whether made orally or in writing, unless such statement or omission was made in or in reliance upon written information furnished by the Trust. The term "expenses" for purposes of this and the next paragraph includes reasonable attorneys' fees and amounts paid in satisfaction of judgments or in settlements which are made with the Distributor's consent. The foregoing rights of indemnification shall be in addition to any other rights to which any of the foregoing indemnified parties may be entitled as a matter of law.
Indemnification by Distributor. Distributor indemnifies and agrees to hold Supplier harmless from and against any and all claims, demands, or actions and any cost, liabilities, or losses arising out of (a) any statements or representations made by Distributor or Distributor’s employees or agents with respect to the Product, except for statements that are direct quotations of any documentation and marketing materials provided by Supplier to Distributor for use in connection with the Product; or (b) any breach of this Agreement by Distributor, including but not limited to Distributor’s failure to make any payments (including the license fee) to Supplier.
Indemnification by Distributor. DISTRIBUTOR agrees to indemnify, defend and hold COMPANY, its subsidiaries, affiliates, officers, directors, members, managers, stockholders, employees, agents, successors and assigns harmless from and against any and all claims, demands, liabilities, causes of action, damages, costs (including reasonable attorneys’ fees and disbursements) and judgments made or incurred by or found against any of them, resulting from or arising out of:
(a) Any breach or default by DISTRIBUTOR of any term or provision of this Agreement; or
(b) Any negligent act or negligent omission or willful misconduct of DISTRIBUTOR in respect of DISTRIBUTOR’s performance of its obligations under this Agreement.
