Common use of By Producer Clause in Contracts

By Producer. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers, each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, employees, and agents (“Company Indemnitee”), against any and all Claims to which Company and Company Indemnitee may become subject; or otherwise, insofar as such Claims arise out of, relate to, or are based upon: (i) any unauthorized use of sales materials, any verbal or written misrepresentations, product recommendations which are determined to be unsuitable, or any unlawful sales practices concerning Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including but not limited to any unauthorized actions, failure to timely deliver contracts, or errors or omissions by Subproducers. Producer agrees to reimburse Company Indemnitee for any reasonable legal or other expenses (including attorneys’ fees) incurred by Company Indemnitee in connection with investigating or defending Claims. This indemnity agreement will be in addition to any liability that Producer may otherwise have.

By Producer. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers, each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, employees, and agents (“Company Indemnitee”), against any and all Claims to which Company and Company Indemnitee may become subject; or otherwise, insofar as such Claims arise out of, relate to, or are based upon: (i) any unauthorized use of sales materials, any verbal or written misrepresentations, product recommendations which are determined to be unsuitable, or any unlawful sales practices concerning Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including but not limited to any unauthorized actions, failure to timely deliver contracts, or errors or omissions by Subproducers. , failure to act as required under any applicable law, rule or regulation, engaging in any unauthorized transactions within a contract including any unauthorized electronic transactions submitted to Company.Producer agrees to reimburse Company Indemnitee for any reasonable legal or other expenses (including attorneys’ fees) incurred by Company Indemnitee in connection with investigating or defending Claims. This indemnity agreement will be in addition to any liability that Producer may otherwise have.

By Producer. Producer agrees to indemnify and hold harmless Company and each of its current and former directors and officers, each person, if any, who controls or has controlled Company within the meaning of the Securities Act or the Exchange Act, employees, and agents (“Company Indemnitee”), against any and all Claims to which Company and Company Indemnitee may become subject; or otherwise, insofar as such Claims arise out of, relate to, or are based upon: (i) any unauthorized use of sales materials, any verbal or written misrepresentations, product recommendations which are determined to be unsuitable, or any unlawful sales practices concerning Products by Producer, its agents, employees, or representatives; (ii) claims for commissions, services fees, development allowances, reimbursements, or other compensation or remuneration of any type relating to any Subproducer or former Subproducer or relating to any employee or contractor of Producer or any Subproducer; or (iii) the failure of Producer, its officers, employees, agents or Subproducers to comply with the provisions of this Agreement, including but not limited to any unauthorized actions, failure to timely deliver contracts, or errors or omissions by Subproducers, failure to act as required under any applicable law, rule or regulation, engaging in any unauthorized transactions within a contract including any unauthorized electronic transactions submitted to Company. Producer agrees to reimburse Company Indemnitee for any reasonable legal or other expenses (including attorneys’ fees) incurred by Company Indemnitee in connection with investigating or defending Claims. This indemnity agreement will be in addition to any liability that Producer may otherwise have.