Common use of Indemnification By Insurance Company Clause in Contracts

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser and their officers, directors, employees, and agents and each person who controls the Fund within meaning of (S). 15 of the 1933 Act. (collectively, the "Indemnified Parties" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment 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 information furnished in writing to the Fund by or on behalf of Insurance Company; or (iv) arise as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification By Insurance Company. (a8.1(a) Insurance Company agrees to indemnify and hold harmless the Fund Trust and the Adviser and their officers, directors, employees, and agents TPIS and each person of their officers and directors and each person, if any, who controls the Fund Trust or TPIS within the meaning of (S). Section 15 of the 1933 Act. Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's Designated Funds’ shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or statement, prospectus or SAI statement of additional information (“SAI”) for the Contracts or contained in Sales Literature or Other Promotional Materials for the Contracts (or any amendment 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 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 Insurance Company by or on behalf of the Underwriter or Fund Trust for use in the registration statement Registration Statement, prospectus or prospectus SAI for the Contracts or in the Contracts or sales literature Sales Literature or Other Promotional Materials (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Designated Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus prospectuses, SAI, or sales literature Sales Literature or Other Promotional Materials of the Fund Trust not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its authorization or control, with respect to the sale or distribution of the Contracts or Designated Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectusprospectuses, SAI, or sales literature Sales Literature or Other Promotional Materials of the Fund Trust or any amendment 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 information furnished in writing to the Fund Trust by or on behalf of Insurance Company; or (iv) arise as a result of any material failure by Insurance Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. For purposes of this Section 8.1, Loss shall include, without limitation, all costs associated with or arising out of any failure of Insurance Company to comply with the representations and warranties in Section 6.3, including, without limitation, all costs associated with correcting or responding to any such failure. 8.1(b) Insurance Company shall not be liable under this indemnification provision with respect to any losses, claims, 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 gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations or duties under this Agreement. 8.1(c) Insurance Company 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 Insurance Company 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 Insurance Company of any such claim shall not relieve Insurance Company 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 the failure to notify results in the failure of actual notice to Insurance Company and Insurance Company is damaged solely as a result of failure to give such notice. In case any such action is brought against an Indemnified Party, Insurance Company shall be entitled to participate, at its own expense, in the defense of such action. Insurance Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties’ written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from Insurance Company to such party of Insurance Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Insurance Company 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, unless: (i) Insurance Company and the Indemnified Party will have mutually agreed to the retention of such counsel; or (ii) the named parties to any such proceeding (including any impleaded parties) include both Insurance Company and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Insurance Company will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, Insurance Company agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. 8.1(d) The Indemnified Parties will promptly notify Insurance Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of Designated Fund shares or the Contracts or the operation of the Trust.

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser Fund, its investment adviser, any sub-investment adviser of a Portfolio, and their affiliates, and each of their directors, trustees, officers, directors, employees, and agents and each person person, if any, who controls or is associated with any of the Fund foregoing entities or persons within the meaning of (S). 15 of the 1933 Act. Act (collectively, the "Indemnified Parties" for purposes of this Section 7.1) 9.1), against any and all losses, claims, damages, damages or liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of Insurance Companyof, any action, suit or proceeding or any claim asserted) or litigation (including legal and other expenses), to for which the Indemnified Parties may become subject subject, under any statute or regulation, at common law the 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, statement of additional information, or sales literature or other promotional material of any Separate Account or relating to the Fund Contracts, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein or necessary to make the statement or statements therein not misleading, (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in information furnished by Insurance Company for use in the Fund’s registration statement, Prospectus, or sales literature or other promotional material or any amendment 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 statements not misleading, (iii) arise out of or as a result of conduct, statements or representations (other than statements or representations contained in reliance upon information furnished in writing the Prospectus and sales literature or advertisements of the Fund) of Insurance Company , with respect to the Fund by or on behalf sale and distribution of Insurance CompanyContracts for which Portfolio Shares are an underlying investment; or (iv) arise out of the wrongful conduct of Insurance Company or persons under its control or direction with respect to the sale or distribution of the Contracts or Portfolio Shares; (v) arise out of Insurance Company's incorrect calculation and/or untimely reporting of net purchase or redemption orders; or (vi) arise out of any breach by Insurance Company of a material term of this Agreement or as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of or to make any payments provided for in this Agreement. Insurance Company will reimburse any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; or provided, however, that with respect to clauses (vi), (ii) arise and (iii) above, Insurance Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or result from is based upon any material breach of untrue statement or omission or alleged untrue statement or omission made in any representation and/or warranty made by document specified in any such clause in conformity with written information furnished to Insurance Company by the Fund specifically for use therein; and provided, further, that Insurance Company shall not be liable for special, consequential or incidental damages. This indemnity agreement will be in this Agreement addition to any liability that Insurance Company may otherwise have. No party shall be entitled to indemnification by the Insurance Company if such loss, claim, damage, liability or arise out litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of or result from any other material breach of this Agreement duty by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofparty seeking indemnification.

Indemnification By Insurance Company. (a) a. Insurance Company agrees to indemnify and hold harmless the Fund Variable Series Funds, FUND ADVISER, FUND DISTRIBUTOR, and the Adviser and each of their respective affiliates, Board, officers, directorsemployees and agents (collectively, employeesthe “Indemnified Parties” for purposes of this Paragraph 24), and agents and each person person, if any, who controls an Indemnified Party within the Fund within meaning of (S). Section 15 of the 1933 Act. (collectively, the "Indemnified Parties" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company, which consent shall not be unreasonably withheld, delayed or conditioned) or litigation and expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal and other expenses)fees incurred in connection therewith) (collectively, “Losses”) to which the Indemnified Parties may become be subject under any statute or regulationstatute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition Losses arise as a result of the Fund's shares or the Contracts andInsurance Company’s: (i1) arise out of or are based upon any making untrue statements or alleged untrue statements of any material fact contained facts in the registration statement, prospectus, or statement or prospectus or SAI of additional information for the Contracts Contracts, or contained in the Contracts themselves the annual or semi-annual report to Contract Owners, sales literature or other promotional material generated or approved by the Insurance Company on behalf of the Contracts, the Accounts or the Lincoln Fund, or in the Contracts themselves (or any amendment or supplement to any of the foregoing)) (collectively, “Insurance Company Documents” for the purposes of this Paragraph 24) or arise out of or are based upon the omission omitting material facts or the alleged omission to state therein a omitting of material fact facts required to be stated therein or necessary to make the statements therein not misleading, provided that this Agreement to indemnify 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 in conformity with was accurately derived from written information furnished in writing to Insurance Company by or on behalf of the Underwriter Fund or Fund FUND DISTRIBUTOR for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) Insurance Company Documents or otherwise for use in connection with the sale of the Contracts or Fund shares; orshares of the Fund; (ii2) arise out making untrue statements of material facts that the Variable Series Funds includes in its registration statement related to the Fund, prospectus, statement of additional information, annual or as a result of statements or representations (other than statements or representations contained in the registration statementsemi-annual report to shareholders, prospectus or sales literature or other materials, or any amendment or supplement to any of the Fund not foregoing, provided the Variable Series Funds relies on information supplied by Insurance Company Company; 3) unlawful conduct, bad faith, willful malfeasance, or persons under its control) or wrongful conduct of Insurance Company or persons under its control, gross negligence with respect to the sale or distribution of the Contracts Contracts, shares of the Lincoln Fund or Fund Sharesshares of the Fund; 4) failure to provide the services or furnish the materials required under the terms of this Agreement; or 5) a breach of this Agreement or a representation, warranty, or covenant set forth in this Agreement (iiiincluding, without limitation, a breach of Paragraph 13(j) arise out hereof); provided, however, that indemnification will not be provided hereunder for any such Losses that result from the willful misfeasance, bad faith or gross negligence of any of the Indemnified Parties or from the reckless disregard by those Indemnified Parties that are parties to this Agreement of their respective duties and obligations arising under this Agreement. b. Trust agrees to indemnify and hold harmless the Indemnified Parties, and each person, if any, who controls an Indemnified Party within the meaning of Section 15 of the 1933 Act, against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Trust, which consent shall not be unreasonably withheld, delayed or conditioned) and expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal fees incurred in connection therewith) (collectively, “Losses”) to which the Indemnified Parties may be subject under any statute, at common law or otherwise, insofar as such Losses arise as a result of Trust’s: 1) making untrue statement statements or alleged untrue statement statements of a any material fact contained facts in a Trust’s registration statement, prospectus, statement of additional information, annual or semi-annual report to shareholders or sales literature of the Fund or other promotional material (or any amendment thereof or supplement thereto to any of the foregoing) (collectively, “Trust Documents” for the purposes of this Paragraph 24) or omitting material facts or the omission or alleged omission to state therein a omitting of material fact facts required to be stated therein or necessary to make the statements therein not misleading misleading, provided that this indemnity shall not apply as to any Indemnified Party if such a statement or omission was made in reliance upon and was accurately derived from written information furnished in writing to the Fund Trust by or on behalf of Insurance Company; orthe Fund or FUND DISTRIBUTOR for use in Trust Documents or otherwise for use in connection with the sale of shares of the Lincoln Fund or shares of the Fund; (iv2) arise as a result making untrue statements of material facts that the Variable Series Funds includes in its registration statement, prospectus, statement of additional information, annual or semi-annual report to shareholders and sales literature or other materials, or any amendment or supplement to any of the foregoing, provided the Variable Series Funds relies on information supplied by Trust; 3) unlawful conduct, bad faith, willful malfeasance, or gross negligence by Trust with respect to the sale of shares of the Lincoln Fund or shares of the Fund; 4) failure by Insurance Company to provide the services and or furnish the materials required under the terms of this Agreement; or (v5) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material a breach of this Agreement by Insurance Companyor a representation, as limited by and warranty or covenant set forth in accordance with the provisions this Agreement (including, without limitation, a breach of Sections 7.1(b) and 7.1(cParagraph 13(j) hereof); provided, however, that indemnification will not be provided hereunder for any such Losses that result from the willful misfeasance, unlawful conduct, bad faith or gross negligence of any of the Indemnified Parties or from the reckless disregard by those Indemnified Parties that are parties to this Agreement of their respective duties and obligations arising under this Agreement.

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser Fund, its investment adviser, any sub-investment adviser of a Portfolio, and their affiliates, and each of their directors, trustees, officers, directors, employees, and agents and each person person, if any, who controls or is associated with any of the Fund foregoing entities or persons within the meaning of (S). 15 of the 1933 Act. Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 7.1) 10.1), against any and all losses, claims, damages, damages or liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of Insurance Companyof, any action, suit or proceeding or any claim asserted) or litigation (including legal and other expenses), to for which the Indemnified Parties may become subject subject, under any statute or regulation, at common law the 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, statement of additional information, or sales literature or other promotional material of any Separate Account or relating to the Fund Contracts, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading if such a misleading, (ii) arise out of or are based upon any untrue statement or omission was made alleged untrue statement of any material fact contained in reliance upon information furnished by Insurance Company for use in writing the Fund’s registration statement, Prospectus, or sales literature or other promotional material or any amendment 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 Fund by statement or on behalf statements not misleading, (iii) arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the Prospectus and sales literature or advertisements of the Fund) of Insurance Company, with respect to the sale and distribution of Contracts for which Portfolio Shares are an underlying investment; or (iv) arise out of the wrongful conduct of Insurance Company or persons under its control or direction with respect to the sale or distribution of the Contracts or Portfolio Shares; (v) arise out of Insurance Company’s incorrect calculation and/or untimely reporting of net purchase or redemption orders or CID’s or the Fund’s reliance on any net purchase or redemption order reported by Insurance Company without Contractholder authorization; or (vi) arise out of any breach by Insurance Company of a material term of or representation contained in this Agreement or as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of or to make any payments provided for in this Agreement. Insurance Company will reimburse any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; or provided, however, that with respect to clauses (vi), (ii) arise and (iii) above, Insurance Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or result from is based upon any material breach of untrue statement or omission or alleged untrue statement or omission made in any representation and/or warranty made by document specified in any such clause in conformity with written information furnished to Insurance Company by the Fund specifically for use therein; and provided, further, that Insurance Company shall not be liable for special, consequential or incidental damages. This indemnity agreement will be in this Agreement addition to any liability that Insurance Company may otherwise have. No party shall be entitled to indemnification by the Insurance Company if such loss, claim, damage, liability or arise out litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of or result from any other material breach of this Agreement duty by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofparty seeking indemnification.

Indemnification By Insurance Company. (a) 7.1(a). Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser and their officers, directors, employees, and agents and each person who controls the Fund within meaning of (S). 15 ofss.15 of the 1933 Act. (collectively, the "Indemnified Parties" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment 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 information furnished in writing to the Fund by or on behalf of Insurance Company; or (iv) arise as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser Fund, its investment adviser, any sub-investment adviser of a Portfolio, and their affiliates, and each of their directors, trustees, officers, directors, employees, and agents and each person person, if any, who controls or is associated with any of the Fund foregoing entities or persons within the meaning of (S). 15 of the 1933 Act. Act (collectively, the "Indemnified Parties" for purposes of this Section 7.1) 9.1), against any and all losses, claims, damages, damages or liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement with the written consent of Insurance Companyof, any action, suit or proceeding or any claim asserted) or litigation (including legal and other expenses), to for which the Indemnified Parties may become subject subject, under any statute or regulation, at common law the 1933 Act or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, statement of additional information, or sales literature or other promotional material of any Separate Account or relating to the Fund Contracts, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein or necessary to make the statement or statements therein not misleading, (ii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in information furnished by Insurance Company for use in the Fund's registration statement, Prospectus, or sales literature or other promotional material or any amendment 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 statements not misleading, (iii) arise out of or as a result of conduct, statements or representations (other than statements or representations contained in reliance upon information furnished in writing the Prospectus and sales literature or advertisements of the Fund) of Insurance Company , with respect to the Fund by or on behalf sale and distribution of Insurance CompanyContracts for which Portfolio Shares are an underlying investment; or (iv) arise out of the wrongful conduct of Insurance Company or persons under its control or direction with respect to the sale or distribution of the Contracts or Portfolio Shares; (v) arise out of Insurance Company's incorrect calculation and/or untimely reporting of net purchase or redemption orders; or (vi) arise out of any breach by Insurance Company of a material term of this Agreement or as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of or to make any payments provided for in this Agreement. Insurance Company will reimburse any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; or provided, however, that with respect to clauses (vi), (ii) arise and (iii) above, Insurance Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or result from is based upon any material breach of untrue statement or omission or alleged untrue statement or omission made in any representation and/or warranty made by document specified in any such clause in conformity with written information furnished to Insurance Company by the Fund specifically for use therein; and provided, further, that Insurance Company shall not be liable for special, consequential or incidental damages. This indemnity agreement will be in this Agreement addition to any liability that Insurance Company may·otherwise have. No party shall be entitled to indemnification by the Insurance Company if such loss, claim, damage, liability or arise out litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of or result from any other material breach of this Agreement duty by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereofparty seeking indemnification.

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser and their officers, directors, employees, and agents its officers and each person who controls the Fund within meaning member of (S). 15 of the 1933 Act. its Board (collectively, the "Indemnified Parties" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company) or litigation expenses (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement Registration Statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund sharesContracts; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus or sales literature of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectus, or sales literature of the Fund or any amendment 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 information furnished in writing to the Fund by or on behalf of Insurance Company; or (iv) arise as a result of any material failure by Insurance Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.

Indemnification By Insurance Company. 8.1 (a) ). Insurance Company agrees to indemnify and hold harmless the Fund Trust and the Adviser and their officers, directors, employees, and agents TPIS and each person of their officers and directors and each person, if any, who controls the Fund Trust or TPIS within the meaning of (S). Section 15 of the 1933 Act. Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 7.18.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's Designated Funds’ shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or statement, prospectus or SAI statement of additional information (“SAI”) for the Contracts or contained in Sales Literature or Other Promotional Materials for the Contracts (or any amendment 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 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 Insurance Company by or on behalf of the Underwriter or Fund Trust for use in the registration statement Registration Statement, prospectus or prospectus SAI for the Contracts or in the Contracts or sales literature Sales Literature or Other Promotional Materials (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Designated Fund shares; or (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statementRegistration Statement, prospectus prospectuses, SAI, or sales literature Sales Literature or Other Promotional Materials of the Fund Trust not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its authorization or control, with respect to the sale or distribution of the Contracts or Designated Fund Sharesshares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementRegistration Statement, prospectusprospectuses, SAI, or sales literature Sales Literature or Other Promotional Materials of the Fund Trust or any amendment 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 information furnished in writing to the Fund Trust by or on behalf of Insurance Company; or (iv) arise as a result of any material failure by Insurance Company to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b8.1(b) and 7.1(c8.1(c) hereof. For purposes of this Section 8.1, Loss shall include, without limitation, all costs associated with or arising out of any failure of Insurance Company to comply with the representations and warranties in Section 6.3, including, without limitation, all costs associated with correcting or responding to any such failure. 8.1 (b). Insurance Company shall not be liable under this indemnification provision with respect to any losses, claims, 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 gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of its obligations or duties under this Agreement. 8.1 (c). Insurance Company 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 Insurance Company 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 Insurance Company of any such claim shall not relieve Insurance Company 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 the failure to notify results in the failure of actual notice to Insurance Company and Insurance Company is damaged solely as a result of failure to give such notice. In case any such action is brought against an Indemnified Party, Insurance Company shall be entitled to participate, at its own expense, in the defense of such action. Insurance Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties’ written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from Insurance Company to such party of Insurance Company’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and Insurance Company 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, unless: (i) Insurance Company and the Indemnified Party will have mutually agreed to the retention of such counsel; or (ii) the named parties to any such proceeding (including any impleaded parties) include both Insurance Company and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Insurance Company will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, Insurance Company agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser Fund, its investment adviser, any sub-investment adviser of a Portfolio, and their affiliates, and each of their directors, trustees, officers, directors, employees, and agents and each person person, if any, who controls or is associated with any of the Fund foregoing entities or persons within the meaning of (S). 15 of the 1933 Act. Act (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES" for purposes of this Section 7.1) 10.1), against any and all losses, claims, damages, damages or liabilities joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted, with the written consent of the Insurance Company, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses), to for which the Indemnified Parties may become subject subject, under any statute or regulation, or at common law or otherwise, insofar as such losses, claims, damages, damages or liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a the registration statement, prospectus, statement of additional information, or sales literature or other promotional material of any Separate Account or relating to the Fund Contracts, or any amendment thereof or supplement thereto thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading if such a misleading, (ii) arise out of or are based upon any untrue statement or omission was made alleged untrue statement of any material fact contained in reliance upon information furnished by Insurance Company for use in writing the Fund's registration statement, Prospectus, or sales literature or other promotional material or any amendment 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 Fund by statement or on behalf statements not misleading, (iii) arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the Prospectus and sales literature or advertisements of the Fund) of Insurance Company, with respect to the sale and distribution of Contracts for which Portfolio Shares are an underlying investment; or (iv) arise out of the wrongful conduct of Insurance Company or persons under its control or direction with respect to the sale or distribution of the Contracts or Portfolio Shares; (v) arise out of Insurance Company's incorrect calculation and/or untimely reporting of net purchase or redemption orders or CID's or the Fund's reliance on any net purchase or redemption order reported by Insurance Company without Contractholder authorization; or (vi) arise out of any breach by Insurance Company of a material term of or representation contained in this Agreement or as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of or to make any payments provided for in this Agreement. Insurance Company will reimburse any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; or PROVIDED, HOWEVER, that with respect to clauses (vi), (ii) arise and (iii) above, Insurance Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or result from is based upon any material breach 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 Insurance Company by the Fund specifically for use therein; and PROVIDED, FURTHER, that Insurance Company shall not be liable for special, consequential or incidental damages. This indemnity provision will be in addition to any liability that 18 Insurance Company may otherwise have. No party shall be entitled to indemnification by the Insurance Company if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification. The Insurance Company shall not be liable under this indemnification provision with respect to any representation and/or warranty claim made by against an Indemnified Party unless such Indemnified Party shall have notified the Insurance Company 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 the Insurance Company of any such claim shall not (i) relieve the Insurance Company from any liability which it may have to the indemnified party against whom such action is brought under this indemnification provision unless the Insurance Company's ability to defend against the claim shall have been materially prejudiced by the indemnified party's failure to give such notice or (ii) in any way release the Insurance Company from any liability which it may have to the indemnified party against whom the action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Insurance Company shall be entitled to participate, at its own expense, in the defense of such action. The Insurance Company also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Insurance Company to such party of the Insurance Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Insurance Company will not be liable to such party under this Agreement for any legal or arise out of or result from any other material breach of this Agreement expenses subsequently incurred by Insurance Company, as limited by and such party independently in accordance connection with the provisions defense thereof other than reasonable costs of Sections 7.1(b) and 7.1(c) hereofinvestigation. The Indemnified Parties will promptly notify the Insurance Company of the commencement of any litigation or proceedings against them or any of their officers or directors in connection with the issuance or sale of the Portfolio Shares or the Contracts or the operation of the Fund.

Indemnification By Insurance Company. (a) Insurance Company agrees to indemnify and hold harmless the Fund and the Adviser and their officers, directors, employees, and agents and each person who controls the Fund within meaning of (S)ss. 15 of the 1933 Act. (collectively, the "Indemnified Parties" for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Insurance Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Contracts and: (i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus or SAI for the Contracts or contained in the Contracts (or any amendment 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 Insurance Company by or on behalf of the Underwriter or Fund for use in the registration statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) 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 of the Fund not supplied by Insurance Company or persons under its control) or wrongful conduct of Insurance Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund Shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of the Fund or any amendment 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 information furnished in writing to the Fund by or on behalf of Insurance Company; or (iv) arise as a result of any failure by Insurance Company to provide the services and furnish the materials under the terms of this Agreement; or (v) arise out of or result from any material breach of any representation and/or warranty made by Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by Insurance Company, as limited by and in accordance with the provisions of Sections 7.1(b) and 7.1(c) hereof.