By VALIC Sample Clauses

By VALIC. VALIC shall indemnify and hold the Trust, each affiliate of the Trust, each Fund and the trustees, officers and employees of the Trust harmless from and against any and all Losses arising out of or attributable to: (a) VALIC's or its agent's refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder, whether it is performing functions on behalf of the Contracts, or providing Administrative Services; (b) VALIC's or its agent's performance of or failure to perform the Administrative Services;
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By VALIC. VALIC shall indemnify and hold the Trust, each affiliate of the Trust, each Fund and the trustees, officers and employees of the Trust harmless from and against any and all Losses arising out of or attributable to: (a) VALIC's or its agent's refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder, whether it is performing functions on behalf of the Contracts, or providing Administrative Services; (b) VALIC's or its agent's performance of or failure to perform the Administrative Services; (c) the bad faith, negligence or willful misconduct of VALIC or its agent, whether it is performing functions on behalf of the Contracts, or providing Administrative Services; (d) VALIC's or its agent's furnishing to any Contract, Contract owner or participant, authorized Contract committee or Contract trustee any materially inaccurate, misleading or untimely information regarding any Fund or the Shares through no fault of the Trust or any Fund; or (e) the breach of any representation or warranty of VALIC hereunder, in each case except to the extent such Losses arise out of or are attributable to another party's breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.
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