Common use of Indemnification by the Distributors Clause in Contracts

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American General, the principal underwriter for the American General Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General Contracts or interests in the Account and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or otherwise for use in connection with the sale of the American General Contracts or Trust 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 Statement of Additional Information for the American General Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Statement of Additional Information covering the American General Contracts, 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 in writing to American General by or on behalf of the Trust or the Distributors; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralEquitable, the principal underwriter for the American General Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General Equitable within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, including legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General Equitable Contracts or interests in the Account Accounts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the American General Equitable Contracts or Trust 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, prospectus or Statement of Additional Information Information, or sales literature for the American General Equitable Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the American General Equitable 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 statement or omission was made in reliance upon information furnished in writing to American General Equitable by or on behalf of the Trust Distributors or the DistributorsTrust; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against to which an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General Equitable or the any Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralMONY, the principal underwriter for the American General MONY Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General MONY within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General MONY Contracts or interests in the Account and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General MONY for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or otherwise for use in connection with the sale of the American General MONY Contracts or Trust 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 Statement of Additional Information for the American General MONY Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Statement of Additional Information covering the American General MONY Contracts, 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 in writing to American General MONY by or on behalf of the Trust or the Distributors; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General MONY or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a8.2(a) Each of the Distributors agrees to indemnify and hold harmless American GeneralEquitable, the principal underwriter for the American General Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General Equitable within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, including legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General Equitable Contracts or interests in the Account Accounts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the American General Equitable Contracts or Trust 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, prospectus or Statement of Additional Information Information, or sales literature for the American General Equitable Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the American General Equitable 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 statement or omission was made in reliance upon information furnished in writing to American General Equitable by or on behalf of the Trust Distributors or the DistributorsTrust; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralMONY, the principal underwriter for the American General MONY Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General MONY within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's ’s shares or the American General MONY Contracts or interests in the Account and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General MONY for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or otherwise for use in connection with the sale of the American General MONY Contracts or Trust 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 Statement of Additional Information for the American General MONY Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Statement of Additional Information covering the American General MONY Contracts, 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 in writing to American General MONY by or on behalf of the Trust or the Distributors; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's ’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's ’s duties or by reason of such Indemnified Party's ’s reckless disregard of obligations and duties under this Agreement or to American General MONY or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralEquitable, the principal underwriter for the American General Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General Equitable within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, including legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General Equitable Contracts or interests in the Account Accounts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the American General Equitable Contracts or Trust 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, prospectus or Statement of Additional Information Information, or sales literature for the American General Equitable Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the American General Equitable 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 statement or omission was made in reliance upon information furnished in writing to American General Equitable by or on behalf of the Trust Distributors or the DistributorsTrust; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c8.2 (c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against to which an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General Equitable or the any Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralTransamerica Occidental, the principal underwriter for the American General Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General Transamerica Occidental within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General Transamerica Occidental Contracts or interests in the Account and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General Transamerica Occidental for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the American General Transamerica Occidental Contracts or Trust 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 Statement of Additional Information or sales literature for the American General Transamerica Occidental Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statementany above written communication prepared by the Trust or its Distributors, prospectuswhich are not otherwise covered by subsections (i) and (ii), Statement of Additional Information covering the American General Contracts, 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 in writing to American General Transamerica Occidental by or on behalf of the Trust or the Distributors; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralEquitable, the principal underwriter for the American General Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General Equitable within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, including legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General Equitable Contracts or interests in the Account Accounts and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 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 written information furnished to the Distributors or Trust by or on behalf of American General Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the American General Equitable Contracts or Trust 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, prospectus or Statement of Additional Information Information, or sales literature for the American General Equitable Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the American General Equitable 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 statement or omission was made in reliance upon information furnished in writing to American General Equitable by or on behalf of the Trust Distributors or the DistributorsTrust; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against to which an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General Equitable or the any Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralMONY, the principal underwriter for the American General MONY Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General MONY within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's shares or the American General MONY Contracts or interests in the Account and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General MONY for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or otherwise for use in connection with the sale of the American General MONY Contracts or Trust 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 Statement of Additional Information for the American General MONY Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Statement of Additional Information covering the American General MONY Contracts, 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 in writing to American General MONY by or on behalf of the Trust or the Distributors; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.

Indemnification by the Distributors. (a) Each of the Distributors agrees to indemnify and hold harmless American GeneralMONY, the principal underwriter for the American General MONY Contracts and the Trust and each of their directors and officers and each person, if any, who controls American General MONY within the meaning of Section 15 of the 1933 Act (collectively, the "“Indemnified Parties" ” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including, without limitation thereto, amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including, without limitation thereto, legal and other expenses) to which the Indemnified Parties may become subject under any statute, 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 Trust's ’s shares or the American General MONY Contracts or interests in the Account and: (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (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 written information furnished to the Distributors or Trust by or on behalf of American General MONY for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or otherwise for use in connection with the sale of the American General MONY Contracts or Trust 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 Statement of Additional Information for the American General MONY Contracts not supplied by the Trust, the Distributors or persons under their control) or wrongful conduct of the Trust or the Distributors or persons under their control, with respect to the sale or distribution of the Trust shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, Statement of Additional Information covering the American General MONY Contracts, 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 in writing to American General MONY by or on behalf of the Trust or the Distributors; or (iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or 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 Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) Each of the Distributors shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities, or litigation incurred or assessed against an Indemnified Party as such may arise from 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 obligations and duties under this Agreement or to American General or the Account, whichever is applicable. (c) Each of the Distributors 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 each of the Distributors 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 Distributors of any such claim shall not relieve the Distributors from any liability which either of them or both 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 Parties, each Distributor will be entitled to participate, at its own expense, in the defense thereof. Each Distributor also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action, and to settle the claim at its own expense provided that, unless the Indemnified Parties' written consent is obtained, (1) no such settlement shall include any factual stipulations referring to the Indemnified Parties or their conduct and (2) any such settlement must involve a complete and unconditional release of all claims against such Indemnified Parties. After notice from a Distributor to such party of that Distributor's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and that Distributor 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.