By The Distributor. The Distributor shall indemnify and hold harmless The Travelers on its behalf and on behalf of each Separate Account and any officer, director, or employee of The Travelers or each Separate Account against any and all losses, claims, damages, or liabilities, joint or several (including any investigative, legal, and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit, or proceeding or any claim asserted), to which The Travelers and/or any such person may become subject under any statute or regulation, any NASD rule or interpretation, at common law or otherwise, insofar as such losses, claims, damages, or liabilities:
By The Distributor. The Distributor agrees to indemnify the Company and its officers, directors and controlling persons (within the meaning of the federal securities laws) for any liability and expenses, including reasonable attorneys’ fees, which may be sustained by any of the indemnitees as a result of: (i) any alleged or actual material misrepresentation or omission by the Distributor or its agents; or (ii) the Distributor’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations hereunder.
By The Distributor. (1) The Distributor agrees to indemnify and hold harmless the Insurance Company and each director, officer, employee or agent of the Insurance Company, and each person, if any, who controls the Insurance Company within the meaning of the federal securities laws (collectively, the "Indemnified Parties" for purposes of this Section 11(a)) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Insurance Company) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the offer or sale of the Variable Products or the operation of the Variable Accounts and:
By The Distributor. The Distributor hereby represents and warrants to and with the Company as follows:
By The Distributor. The Distributor acknowledges and agrees that the services provided hereunder are personal in nature. Accordingly, without the prior written consent of the Trust, the Distributor shall not have the right to transfer or assign its rights or obligations under this Agreement, whether directly or by merger or otherwise by operation of Law, by change of control or otherwise.
By The Distributor. The Distributor agrees to indemnify, defend and hold harmless the Trust, its officers, Trustees, employees, and any person who controls the Trust within the meaning of Section 15 of the Securities Act (collectively, “Trust Indemnitees”), from and against any and all Claims which the Trust Indemnitees may incur under the Securities Act or under common law or otherwise, arising out of or based upon:
By The Distributor. The Distributor may amend this Agreement in its entirety or any portion thereof. The Distributor shall provide copies of such amendment to the Employer and/or Employee. Neither this Section nor any other portion of this agreement shall impose on the Distributor an affirmative obligation to amend the Agreement.