Vanguard Clause Samples

Vanguard. Vanguard represents and warrants that: (i) It has the requisite authority to enter into this Agreement on its own behalf and on behalf of the VVI Fund and has taken all actions legally necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly executed and delivered by its authorized representative and constitutes its legal, valid and binding obligation, enforceable against Vanguard in accordance with its terms; (ii) It or an affiliate is in compliance with the applicable conditions and qualifications set forth in Rule 2830 of the Conduct Rules of FINRA, as amended from time to time, which enable a member of FINRA to offer or sell shares of the VVIF Portfolio; (iii) The VVI Fund is a no load or no sales charge fund; (iv) Vanguard currently has and at all times pertinent hereto will have sufficient financial resources, whether through a fidelity bond or otherwise, to meet all of its financial obligations arising under this Agreement, including its obligations under Section 19 below.

Vanguard. Vanguard is responsible for (i) the compliance of each prospectus, registration statement, annual or other periodic report, proxy statement, and item of advertising or marketing material, to the extent any of the foregoing relate to a VVIF Portfolio and are prepared by Vanguard, with all applicable laws, rules and regulations, (ii) the registration or qualification of the shares of each VVIF Portfolio under all applicable U.S. laws, rules and regulations, and (iii) the compliance by Vanguard and the VVI Fund with all applicable U.S. laws, rules and regulations governing its performance under this Agreement, and the rules and regulations of each self-regulatory organization with jurisdiction over Vanguard or the VVI Fund, except to the extent that the failure to so comply by Vanguard or the VVI Fund is caused by the Intermediary’s breach of this Agreement or the Intermediary’s willful misconduct or negligence in the performance of, or failure to perform, its obligations under this Agreement.

Vanguard. Vanguard is responsible for (i) the compliance of each prospectus, registration statement, annual or other periodic report, proxy statement, and item of advertising or marketing material, to the extent any of the foregoing relate to a VVIF Portfolio and are prepared by Vanguard or its affiliates, with all applicable laws, rules and regulations, (ii) the registration or qualification of the shares of each VVIF Portfolio under all applicable U.S. laws, rules and regulations, and (iii) the compliance by Vanguard, the VVI Fund, and Vanguard Marketing Corporation, the principal underwriter for the VVI Fund (the “Distributor”), with all applicable U.S. laws, rules and regulations governing its performance under this Agreement, and the rules and regulations of each self-regulatory organization with jurisdiction over Vanguard, the VVI Fund, and the Distributor, except to the extent that the failure to so comply by Vanguard, VVI Fund or the Distributor is caused by the Intermediary’s breach of this Agreement or the Intermediary’s willful misconduct or negligence in the performance of, or failure to perform, its obligations under this Agreement.

Vanguard. Vanguard will indemnify and hold harmless the Company and the NSCC Firm, and each of the Company’s and the NSCC Firm’s respective affiliates, divisions, subsidiaries, directors, trustees, officers, agents, employees and permitted assigns, against and from any and all losses, damages, costs, charges, payments, claims, liabilities and expenses (including reasonable attorney’s fees) to the proportionate extent arising out of or attributable to: (i) Vanguard’s lack of good faith, negligence, or willful misconduct in carrying out its duties and responsibilities relating to this Agreement; (ii) any breach of Vanguard’s representations and warranties contained in this Agreement; (iii) any untrue statement of any material fact contained in the registration statement, shareholder reports, or proxy materials of any Vanguard Fund made available to Contract owners through the Company, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) any breach by Vanguard of a material provision of this Agreement. In addition to the foregoing, Vanguard will be liable for the losses and reasonable costs described in Section 7(c)(i) of this Agreement.

Vanguard. Vanguard will indemnify and hold harmless the Intermediary, and each of the Intermediary’s affiliates, divisions, subsidiaries, directors, officers, agents, employees and permitted assigns, against and from any and all losses, damages, costs, charges, payments, claims, liabilities and expenses (including reasonable attorney’s fees) arising out of or attributable to: (i) Vanguard’s lack of good faith, negligence, or willful misconduct in carrying out its duties and responsibilities relating to this Agreement; (ii) any breach of Vanguard’s representations and warranties contained in this Agreement; and (iii) any breach by Vanguard of a material provision of this Agreement. In addition to the foregoing, Vanguard will be liable for the losses and reasonable costs described in Section 7(c)(i) of this Agreement. FAS/[COMPANY] DEFINED CONTRIBUTION CLEARANCE & SETTLEMENT AGREEMENT (VVIF ONLY) 0458058