Vanguard. Vanguard will indemnify and hold harmless the Agent, and each of the Agent’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 8(b)(i) of this Agreement.
Appears in 6 contracts
Sources: Daily Valuation Agency Agreement (Separate Account I of Integrity Life Insurance Co), Daily Valuation Agency Agreement (Separate Account I of National Integrity Life Ins Co), Daily Valuation Agency Agreement (Separate Account I of Integrity Life Insurance Co)
Vanguard. Vanguard will indemnify and hold harmless the AgentIntermediary, and each of the AgentIntermediary’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 8(b)(i13(b)(i) of this Agreementabove.
Appears in 5 contracts
Sources: Participation Agreement (Mutual of America Separate Account No 2), Electronic Trading Agreement (Separate Account I of Integrity Life Insurance Co), Electronic Trading Agreement (Separate Account I of National Integrity Life Ins Co)
Vanguard. Vanguard will indemnify and hold harmless the AgentIntermediary, and each of the AgentIntermediary’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 8(b)(i7(c)(i) of this Agreement.
Appears in 3 contracts
Sources: Defined Contribution Clearance & Settlement Agreement (MEMBERS Horizon Variable Separate Account), Defined Contribution Clearance & Settlement Agreement (Priac Variable Contract Account A), Defined Contribution Clearance & Settlement Agreement (Separate Account VA FF)