Common use of Indemnification by CDI Clause in Contracts

Indemnification by CDI. CDI agrees to indemnify and hold harmless Insurance Company and each of its directors, officers, employees, agents and each person, if any, who controls Insurance Company within the meaning of the 1933 Act against any losses, claims, damages or liabilities to which Insurance Company or any such director, officer, employee, agent or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or Prospectus or sales literature or advertisements of the Fund; (ii) arise out of or are based upon the omission to state in the registration statement or Prospectus or sales literature or advertisements of the Fund any material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature or advertisements with respect to the Separate Account or the Contracts and such statements were made in conformity with written information furnished to Insurance Company by the Fund specifically for use therein; or (iv) arise out of or are based upon any failure by the Fund to provide the services and furnish the material under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto as specified in Article 2 of this Agreement); and CDI will reimburse any legal or other expenses reasonably incurred by Insurance Company or any such director, officer, employee, agent or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that, with respect to clauses (i), (ii) or (iii) above, CDI will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission made in any document specified in any such clause in conformity with written information furnished to the Fund by Insurance Company specifically for use therein; and provided, further, that the Fund shall not be liable for special, consequential or incidental damages. This indemnity agreement will be in addition to any liability that the Fund may otherwise have.

Indemnification by CDI. CDI agrees to indemnify and hold harmless Insurance the Company and each of its directors, officers, employees, employees and agents and each person, if any, who controls Insurance the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages damages, liabilities (including amounts paid in settlement with the written consent of CDI) or liabilities expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which Insurance Company or any such director, officer, employee, agent or controlling person the Indemnified Parties may become subjectsubject under any statute or regulation, under the 1933 Act or at common law or otherwise, insofar as such losses, claims, damages or liabilities Losses: (or actions in respect thereof) (ia) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of any material fact contained in the registration statement or Prospectus prospectus for CVS (or sales literature any amendment or advertisements supplement thereto), (collectively, "CVS Documents" for the purposes of the Fund; (ii) this Article V), or arise out of or are based upon the omission or the alleged omission to state in the registration statement or Prospectus or sales literature or advertisements of the Fund any therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to CVS by or on behalf of the Company for use in CVS Documents or otherwise for use in connection with the sale of the Contracts or CVS shares; or (iiib) arise out of or are based upon result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of CVS or persons under its control, with respect to the sale or acquisition of the Contracts or CVS shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of any a material fact contained in Company Documents or the registration omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or prospectus or sales literature or advertisements with respect to the Separate Account or the Contracts and such statements were omission was made in conformity with reliance upon and accurately derived from written information furnished to Insurance the Company by the Fund specifically for use thereinor on behalf of CVS; or or (ivd) arise out of or are based upon result from any failure by the Fund CVS or CDI to provide the services and or furnish the material materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by CVS or Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by CVS or Adviser (including a failurefailure whether unintentional, whether unintentional or in good faith faith, or otherwise, to comply with the diversification and other qualification requirements and procedures related thereto as specified in Article 2 II of this Agreementagreement); and CDI will reimburse any legal or other expenses reasonably incurred by Insurance Company or any such director, officer, employee, agent or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that, with respect to clauses (i), (ii) or (iii) above, CDI will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission made in any document specified in any such clause in conformity with written information furnished to the Fund by Insurance Company specifically for use therein; and provided, further, that the Fund shall not be liable for special, consequential or incidental damages. This indemnity agreement will be in addition to any liability that the Fund may otherwise have.