Common use of Indemnification by the Adviser Clause in Contracts

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; , as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors/trusteesdirectors and officers and each person, officersif any, employees and agents who controls the Company within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.38.2) against any and all losses, expenses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses litigation (including reasonable counsel feeslegal and other expenses) to which any the Indemnified Party Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements occur while the Advisor serves as investment advisor to the Fund and: (i) arise out of or are related based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature or other promotional materials of the Fund (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 to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature or other promotional materials (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolios’ shares; or (ii) arise out of or as a result of statements or representations by the Fund or the Adviser (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature or other promotional materials for the Contracts not supplied by the Fund or the Adviser) or wrongful conduct of the Adviser or the Fund with respect to the sale or acquisition distribution of the Shares Contracts or the Policies and:Portfolios’ shares; or (aiii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus, statement of additional information, SAI or sales literature or other promotional literature of materials covering the Accounts or relating to the PoliciesContracts, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the AdviserAdviser or the Fund for use in the registration statement, prospectus or SAI covering the Contracts or in sales literature or other promotional materials for the Contracts; or (biv) arise as a result of any material failure by the Fund or the Adviser to provide the services and furnish the materials under the terms of this Agreement (including a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the diversification and other 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 the Adviser or the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by Adviser or the Adviser to provide the services and furnish the materials under the terms of the AgreementFund; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) The Adviser shall not be liable under this Article VIIIindemnification 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, fraud, 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 obligations and duties under this Agreement or to the Company or the Accounts, whichever is applicable. (c) The Adviser 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 the Adviser 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 Adviser of any such claim shall not relieve the Adviser 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. In case any such action is brought against the Indemnified Party, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from the Adviser to such party of the Adviser’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 Adviser 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. Should the Adviser assume the defense, it shall not agree to any plea, judgment, settlement or other agreement without the written consent of the Indemnified Party. (d) The Company agrees promptly to notify the Adviser of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of the Account.

Indemnification by the Adviser. (a) The Adviser LASC agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers and each person, if any, who controls the Company and its directors/trustees, officers, employees and agents within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party,” or collectively, the “"Indemnified Parties” " and individually an "Indemnified Party" for purposes of this Section 8.38.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the AdviserLASC, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel feesfees incurred in connection therewith) (collectively, "Losses") to which any the Indemnified Party Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements Losses are related to the sale or acquisition of the Trust's Shares or the Policies Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of a any material fact contained in the registration statementRegistration Statement, prospectus, statement of additional information, prospectus or sales literature or other promotional literature of the Accounts or relating to the Policies, Trust (or any amendment thereof or supplement theretoto any of the foregoing) (collectively, the "Trust Documents") 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 statement or 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 information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; as limited by and in accordance conformity with the provisions of this Article VIII.information

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, 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 Shares or the Policies and: (a) : arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by the Adviser; or (b) or arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) or arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; , as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “"Indemnified Party,” " or collectively, the “"Indemnified Parties” " for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional ACTIVE 259349248 DocuSign Envelope ID: 66335EF2-ABEB-4F95-BF36-EF60D355A93A information, or sales literature or other promotional literature of the Accounts or relating to the Policies, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; , as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. (a) The Adviser agrees to indemnify and hold harmless the Company and each of its directors/trusteestrustees and officers and each person, officersif any, employees and agents who controls the Company within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party,” or collectively, the “"Indemnified Parties” " for purposes of this Section 8.38.4) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses (including reasonable counsel fees) Loss to which any the Indemnified Party Parties may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are a Loss is related to the sale or acquisition of the Shares Fund's shares or the Policies Contracts and: (ai) 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 materials for the Contracts not supplied by the Adviser, or persons under its control) or wrongful conduct of the Adviser or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or (ii) arise out of any untrue statement or alleged untrue statement of a material fact contained in the a registration statement, prospectus, statement of additional information, prospectus or private offering memorandum for the Contracts or contained in the Contracts or sales literature or other promotional literature of materials for the Accounts or relating to the Policies, Contracts (or any amendment thereof or supplement thereto, to any of the foregoing) 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 statement or omission was made in reliance upon or in conformity with written information furnished to the Company by or on behalf of the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “"Indemnified Party,” " or collectively, the “"Indemnified Parties” " for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional ACTIVE 259349248 DocuSign Envelope ID: 07AD536A-0E15-4E00-8C2F-F32C18357966 information, or sales literature or other promotional literature of the Accounts or relating to the Policies, 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; , as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. (a). The Adviser Administrator agrees to indemnify and hold harmless the Company and each of its directors/trusteesdirectors and officers and each person, officersif any, employees and agents who controls the Company within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party,” or collectively, the “"Indemnified Parties” " for purposes of this Section 8.39.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the AdviserAdministrator) or expenses litigation (including reasonable counsel feeslegal and other expenses) to which any the Indemnified Party Parties may become subject under any statute, 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 Shares or the Policies andsettlements: (ai) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the registration statement, prospectus, statement of additional information, or prospectus or sales literature or other promotional literature of the Accounts or relating to the Policies, Trust (or any amendment thereof or supplement theretoto 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 statement or 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 to the Company Trust or the Administrator by or on behalf of the Company, the Adviser, Counsel for the Trust, the independent public accountant to the Trust, or any person or entity that is not acting as agent for or controlled by the AdviserAdministrator for use in the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Portfolio shares; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement; as limited by and in accordance with the provisions of this Article VIII.