Common use of The Distributor Clause in Contracts

The Distributor. The Distributor shall indemnify and hold harmless the Company and each person who controls or is associated with the Company within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of the foregoing, 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 Company 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 arise out of or are based upon: (i) violations(s) by the Distributor or a Representative of federal or state securities law(s) or regulation(s), applicable banking law(s) or regulation(s), insurance law(s) or regulation(s) or any rule or requirement of the NASD; or (ii) any unauthorized use of sales or advertising material, any oral or written misrepresentations, or any unlawful sales practices concerning the Contracts, by the Distributor or a Representative; or (iii) claims by the Representatives or other agents or representatives of the Distributor for commissions or other compensation or remuneration of any type; or (iv) any action or inaction by a clearing broker through whom the Distributor purchases any transaction pursuant to this Agreement; or (v) any failure on the part of the Distributor or a Representative to submit premiums or Applications to the Company, or to submit the correct amount of a premium, on a timely basis and in accordance with Section 4 of this Agreement, subject to applicable law; or (vi) any failure on the part of the Distributor or a Representative to deliver the Contracts to purchasers thereof on a timely basis; or (vii) a breach by the Distributor of any provisions of this Agreement. This indemnification agreement shall be in addition to any liability that the Distributor may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the person seeking indemnification. c.