Common use of Indemnification By FGWL Clause in Contracts

Indemnification By FGWL. A 8.1 (a) FGWL&A agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of FGWL&A) or litigation (including reasonable legal and other expenses) (collectively, a "Loss") to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such Loss is related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arises out of or is based upon any untrue statements or alleged untrue statements of any material fact contained in any Contract materials, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify 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 in conformity with information furnished in writing to FGWL&A or Schwab by or on behalf of the Fund, Distributor or Adviser for use in the Contract materials or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arises out of or as a result of statements or representations (other than statements or representations contained in Fund materials not supplied by FGWL&A or persons under its control) or wrongful conduct of FGWL&A or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arises out of any untrue statement or alleged untrue statement of a material fact contained in any Fund materials, or the 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 a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of FGWL&A; or (iv) arises as a result of any failure by FGWL&A to perform the obligations, provide the services, and furnish the materials required of it under the terms of this Agreement; or (v) arises out of or result from any material breach of any representation and/or warranty made by FGWL&A in this Agreement or arises out of or result from any other material breach of this Agreement by FGWL&A, including without limitation Section 2.11 and Section 6.7 hereof, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

Indemnification By FGWL. A 8.1 (a8.1(a) FGWL&A agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of FGWL&A) or litigation (including reasonable legal and other expenses) (collectively, a "Loss") to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such Loss is losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arises arise out of or is are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any Contract materialsamendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify 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 in conformity with information furnished in writing to FGWL&A or Schwab by or on behalf of the FundAdviser, Distributor or Adviser Fund for use in the Contract materials registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arises arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature or other promotional material of the Fund materials not supplied by FGWL&A or persons under its control) or wrongful conduct of FGWL&A or persons under its control, with respect to the sale or distribution of the Contracts or Fund sharesShares; or (iii) arises arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI, or sales literature or other promotional material of the Fund, or any Fund materialsamendment thereof or supplement thereto, or the 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 a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of FGWL&A; or (iv) arises arise as a result of any failure by FGWL&A to perform the obligations, provide the services, services and furnish the materials required of it under the terms of this Agreement; or (v) arises arise out of or result from any material breach of any representation and/or warranty made by FGWL&A in this Agreement or arises arise out of or result from any other material breach of this Agreement by FGWL&A, including without limitation Section 2.11 and Section 6.7 hereof, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

Indemnification By FGWL. A 8.1 (a8.1(a) FGWL&A agrees to indemnify and hold harmless the Fund, the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, if any, who controls the Fund, Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, expenses, damages and liabilities (including amounts paid in settlement with the written consent of FGWL&A) or litigation (including reasonable legal and other expenses) (collectively, a "Loss") to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such Loss is related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arises out of or is based upon any untrue statements or alleged untrue statements of any material fact contained in any Contract materials, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify 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 in conformity with information furnished in writing to FGWL&A or Schwab by or on behalf of the Fund, Distributor or Adviser for use in the Contract materials or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arises out of or as a result of statements or representations (other than statements or representations contained in Fund materials not supplied by FGWL&A or persons under its control) or wrongful conduct of FGWL&A or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arises out of any untrue statement or alleged untrue statement of a material fact contained in any Fund materials, or the 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 a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of FGWL&A; or (iv) arises as a result of any failure by FGWL&A to perform the obligations, provide the services, and furnish the materials required of it under the terms of this Agreement; or (v) arises out of or result from any material breach of any representation and/or warranty made by FGWL&A in this Agreement or arises out of or result from any other material breach of this Agreement by FGWL&A, including without limitation Section 2.11 and Section 6.7 hereof, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

Indemnification By FGWL. A 8.1 (a) FGWL&A agrees to indemnify indemnity and hold harmless the Fund, . the Distributor and the Adviser and each of their respective officers and directors or trustees and each person, . if any, who controls the Fund, Fund Distributor or Adviser within the meaning of Section 15 of the 1933 Act (collectively, . the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, . expenses, . damages and liabilities (including amounts paid in settlement with the written consent of FGWL&A) or litigation (including reasonable legal and other expenses) (collectively, a "Loss") to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such Loss is losses, claims. expenses. damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arises arise out of or is are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI covering the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any Contract materialsamendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify 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 in conformity with information furnished in writing to FGWL&A or Schwab by or on behalf of the FundAdviser, Distributor or Adviser Fund for use in the Contract materials registration statement or prospectus for the Contracts or in the Contracts or sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arises arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement. prospectus or sales literature or other promotional material of the Fund materials not supplied by FGWL&A or persons under its control) or wrongful conduct of FGWL&A or persons under its control, with respect to the sale or distribution of the Contracts or Fund sharesShares; or (iii) arises arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, XXx. or sales literature or other promotional material of the Fund, or any Fund materialsamendment thereof or supplement thereto, or the 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 a statement or omission was made in reliance upon and conformity with information furnished in writing to the Fund by or on behalf of FGWL&A; : or (iv) arises arise as a result of any failure by FGWL&A to perform the obligations, provide the services, services and furnish the materials required of it under the terms of this Agreement; : or (v) arises arise out of or result from any material breach of any representation and/or warranty made by FGWL&A in this Agreement or arises arise out of or result from any other material breach of this Agreement by FGWL&A, FGWL&A. including without limitation Section 2.11 and 2.1 land Section 6.7 hereof, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. (b) FGWL&A shall not be liable under this indemnification provision with respect to any losses, claims expenses, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to any of the Indemnified Parties. (c) FGWL&A shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified FG~VL&A in writing `within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify FGWL&A of any such claim shall not relieve FGWL&A from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that FGWL&A has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, FGWL&A shall be entitled to participate, at its own expense, in the defense of such action. FGWL&A also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from FGWL&A to such party of FGWL&A's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and FGWL&A will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.