Common use of Indemnification by the Funds Clause in Contracts

Indemnification by the Funds. (a) The Funds agree to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” for purposes of this Section 6.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds ) or litigation (including legal and other expenses) to which the Company 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 that: (i) arise out of or are based upon any untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the 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 Company Indemnified Party if such statement or omission was made in reliance upon and in conformity with information furnished to the Funds by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Funds or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Shares; (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Funds (or persons under their control) or wrongful conduct of the Funds or persons under their control, with respect to the sale or distribution of the Contracts or Funds’ Shares; (iii) arise out of any untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the 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 Funds; (iv) arise as a result of any failure by the Funds to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any breach of any representation and/or warranty made by the Funds in this Agreement or arise out of or result from any other breach of this Agreement by the Funds; as limited by and in accordance with the provisions of Sections 6.2(b) and 6.2(c) hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement or to the Company or the Account, whichever is applicable.

Indemnification by the Funds. (a) The Subject to Section 6.4 and 6.5 below, the Funds agree agrees to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Funds) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the Shares of the Funds or the Contracts 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 statements, prospectuses or prospectus or SAI statements of additional information for the Funds or sales literature or other promotional material of the Fund Funds (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 Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by or the Underwriter on behalf of the Company for use in m the registration statementstatements, prospectus prospectuses or SAI statements of additional information for the Funds or in sales literature of the Funds (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Shares of the Funds; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature Literature for the Contracts not supplied by the Funds (or the Underwriter or persons under their controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds or the Underwriter or persons under their controlthe control of the Funds or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Shares of the Funds’ Shares;; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI statement of additional information or sales literature covering or other promotional material with respect to the Contracts, Contract<; (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 and in conformity with information furnished to the Company by the Funds or on behalf the Underwriter or persons under the control of the Funds;Funds or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Funds or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Funds; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.5 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) ln accordance with Section 6.5 hereof, the Indemnified Parties will promptly notify the Underwriter of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of the Shares of the Funds or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a) The Funds agree to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” "INDEMNIFIED PARTIES" for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Funds) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the shares of the Portfolios or the Contracts 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 or statement, prospectus or SAI statement of additional information for the Fund or sales literature or other promotional material 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 agreement to indemnify shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by Fund or the Underwriter on behalf of the Company for use in the registration statement, prospectus or SAI statement of additional information for the Funds Fund or in sales literature of the Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature for the Contracts not supplied by the Funds (or the Underwriter or persons under their controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds or the Underwriter or persons under their controlthe control of the Funds or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Funds’ Shares;Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI statement of additional information or sales literature covering or other promotional material with respect to the Contracts, 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 and in conformity with information furnished to the Company by the Funds or on behalf the Underwriter or persons under the control of the Funds;Funds or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Funds or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Funds; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.4 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Fund of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of the Fund shares or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a) The Funds agree to Each Fund will indemnify and hold harmless the Company Portfolio and the Adviser and their respective trustees, directors, officers and employees and each of its directors and officers and each person, if any, other person who controls the Company Portfolio or the Adviser, as the case may be, within the meaning of Section 15 of the 1933 Act (each, a “Covered Person” and collectively, the “Company Indemnified Parties” for purposes of this Section 6.2) Covered Persons”), against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds ) or litigation (including legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claimsdemands, damages, liabilities or and expenses (each, a “Liability” and collectively, the “Liabilities”) (including the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith), joint or actions in respect thereof) or settlements that:several, which (i) arise out of or are based upon any untrue statement of the Securities Laws, any other statute or common law or are incurred in connection with or as a result of any material fact contained in the registration statement formal or prospectus informal administrative proceeding or SAI or sales literature of the Fund (or any amendment or supplement to any of the foregoing)investigation by a regulatory agency, or insofar as such Liabilities arise out of or are based upon the ground or alleged ground that any direct or indirect omission to state therein a material fact required to be stated therein or necessary to make commission by the statements therein not misleading, provided that this Agreement to indemnify shall not apply as to any Company Indemnified Party if such statement Fund (either during the course of its daily activities or omission was made in reliance upon and in conformity with information furnished to the Funds by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Funds or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale accuracy of its representations or its warranties in this Agreement) caused or continues to cause the Portfolio to violate any federal or state securities laws or regulations or any other applicable domestic or foreign law or regulations or common law duties or obligations, but only to the extent that such Liabilities do not arise out of and are not based upon an omission or commission of the Contracts Portfolio or Fund SharesAdviser; (ii) arise out of any misstatement of a material fact or as an omission of a result of statements material fact in the Fund’s registration statement (including amendments thereto) or representations (included in the Fund’s advertising or sales literature, other than statements information provided by the Portfolio or representations contained the Adviser or included in the registration statement, prospectus, SAI Fund’s advertising or sales literature for at the Contracts not supplied by the Funds (or persons under their control) or wrongful conduct request of the Funds Portfolio or persons under their control, with respect to the sale or distribution of the Contracts or Funds’ SharesAdviser; (iii) arise out result from the failure of any untrue statement of a material fact contained in a registration statement, prospectus, SAI representation or sales literature covering warranty made by the Contracts, or any amendment thereof or supplement thereto, Fund to be accurate when made or the 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 failure of the FundsFund to perform any covenant contained herein or to otherwise comply with the terms of this Agreement; (iv) arise as a result out of any failure by the Funds to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure unlawful or negligent act of the FundFund or the Trusts or any director, officer, employee or agent of the Trusts, whether unintentional such act was committed against the Portfolio, the Adviser or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement)any third party; or (v) arise out of any claim that the use of the names “Standard & Poor’s,” “S&P,” “Standard & Poor’s 500” or result “500” by the Fund or the Trusts violates any license or infringes upon any trademark; provided, however, that in no case shall a Fund be liable with respect to any claim made against any Covered Person unless the party shall have notified the Fund in writing of the nature of the claim within a reasonable time after the summons, other first legal process or formal or informal initiation of a regulatory investigation or proceeding shall have been served upon or provided to a Covered Person, or any federal, state or local tax deficiency has come to the attention of the Adviser, the Portfolio or a Covered Person. Failure to notify the Fund of such claim shall not relieve it from any breach liability that it may have to any party otherwise than on account of any representation and/or warranty made by the Funds indemnification contained in this Agreement or arise out of or result from any other breach of this Agreement by the Funds; as limited by and in accordance with the provisions of Sections 6.2(b) and 6.2(c) hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentationSection. (b) The Funds Each Fund will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if a Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event a Fund elects to assume the defense of any such suit and retain such counsel, each Covered Person and any other defendant or defendants may retain additional counsel, but shall bear the fees and expenses of such counsel unless (A) the Fund shall have specifically authorized the retaining of such counsel or (B) the parties to such suit include any Covered Person and the Fund, and any such Covered Person has been advised by counsel that one or more legal defenses may be available to it that may not be available to the Fund, in which case the Fund shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. A Fund shall not be liable under this indemnification provision with respect to indemnify any Covered Person for any settlement of any claim affected without the Fund’s written consent, which consent shall not be unreasonably withheld or delayed. The indemnities set forth in paragraph (a) will be in addition to any losses, claims, damages, liabilities or litigation to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement or to liability that the Company or in respect of the Account, whichever is applicableFund might otherwise have to a Covered Person.

Indemnification by the Funds. (a) The Funds agree Each Fund agrees, severally and not jointly, to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company "Indemnified Parties” " for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Fund) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the shares of the Portfolios or the Contracts 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 or statement, prospectus or SAI or sales literature statement of additional information for 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 agreement to indemnify shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by Fund, the Underwriter or Seligman Data Corp. on behalf of the Company for use in the registration statementregistrxxxxx xxatement, prospectus or SAI statement of additional information for the Funds or in sales literature Fund (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature for the Contracts not supplied by the Funds (Fund, the Underwriter, Seligman Data Corp., or persons under their controlrespective control and xxxxx xxan statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds Fund or persons under their control, the control of the Fund with respect to the sale or distribution of the Contracts or Funds’ Shares;Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI prospectus or sales literature covering statement of additional information with respect to the Contracts, 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 and in conformity with information furnished to the Company by the Fund or on behalf persons under the control of the Funds;Fund; or (iv) arise as a result of any material failure by the Funds Fund to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Funds Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the FundsFund; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.4 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Fund of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of the Fund shares or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a) The Funds agree Each Fund agrees to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Fund) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the shares of the Fund’s Portfolios or the Contracts 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 or statement, prospectus or SAI or sales literature statement of the Fund additional information for a Portfolio (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 Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by or the Underwriter on behalf of the Company for use in the registration statement, prospectus or SAI statement of additional information for the Funds or in sales literature a Portfolio (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of each Fund (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature statement of additional information for the Contracts not supplied by the Funds (or persons under their controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds Fund or persons under their control, the control of the Fund with respect to the sale or distribution of the Contracts or Funds’ Shares;the Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI statement of additional information or sales literature covering or other promotional material with respect to the Contracts, 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 and in conformity with information furnished to the Company by the Funds or on behalf persons under the control of the Funds;; or (iv) arise as a result of any material failure by the Funds to provide the services perform its duties and furnish the materials obligations under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Funds; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.4 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, negligence or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Fund of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of the Fund shares or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a) The Subject to Section 6.4 and 6.5 below, the Funds agree agrees to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” "INDEMNIFIED PARTIES" for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Funds) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the Shares of the Funds or the Contracts 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 statements, prospectuses or prospectus or SAI statements of additional information for the Funds or sales literature or other promotional material of the Fund Funds (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 Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by or the Underwriter on behalf of the Company for use in the registration statementstatements, prospectus prospectuses or SAI statements of additional information for the Funds or in sales literature of the Funds (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Shares of the Funds; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature for the Contracts not supplied by the Funds (or the Underwriter or persons under their controlrespective control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds or the Underwriter or persons under their controlthe control of the Funds or the Underwriter, respectively, with respect to the sale or distribution of the Contracts or Shares of the Funds’ Shares;; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI statement of additional information or sales literature covering or other promotional material with respect to the Contracts, 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 and in conformity with information furnished to the Company by the Funds or on behalf the Underwriter or persons under the control of the Funds;Funds or the Underwriter, respectively; or (iv) arise as a result of any material failure by the Funds or the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter or the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter or the Funds; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.5 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) In accordance with Section 6.5 hereof, the Indemnified Parties will promptly notify the Underwriter of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of the Shares of the Funds or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a) The Funds agree to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” "INDEMNIFIED PARTIES" for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Funds) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the shares of the Portfolios or the Contracts 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 or prospectus or SAI statements, prospectuses, statements of additional information or sales literature or other promotional material of the Fund Funds or Portfolios (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 Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by or on behalf of the Company for use in the a registration statement, prospectus prospectus, statement of additional information or SAI for sales literature of the Funds or in sales literature Portfolios (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature for the Contracts not supplied by the Funds (or the Adviser, or persons under their respective control, and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds or persons under their control, the control of the Funds with respect to the sale or distribution of the Contracts or Funds’ Shares;Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI statement of additional information or sales literature covering or other promotional material with respect to the Contracts, 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 and in conformity with information furnished to the Company by the Funds or on behalf persons under the control of the Funds;; or (iv) arise as a result of any material failure by the Funds to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any material breach of any representation and/or warranty made by the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Funds; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.4 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Funds of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of Portfolio shares or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a) The Funds agree Each Fund agrees to indemnify and hold harmless the Company and each of its directors and officers directors, officers, employees or agents and each person, if any, who controls the Company within the meaning of Section section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” "INDEMNIFIED PARTIES" for purposes of this Section 6.26.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds Fund) or litigation (including reasonable legal and other expenses) to which the Company Indemnified Parties may become subject under any statute or statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements thatare related to the sale or acquisition of the shares of the Fund's Portfolios or the Contracts 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 or statement, prospectus or SAI or sales literature statement of the Fund additional information for a Portfolio (or any amendment or supplement to any of the foregoing), or arise out of or are based upon 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, ; provided that this Agreement agreement to indemnify shall not apply as to any Company Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by such Indemnified Party or the Company to the Funds by Fund or the Underwriter on behalf of the Company for use in the registration statement, prospectus or SAI statement of additional information for the Funds or in sales literature Portfolio (or any amendment or supplementsupplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund Shares;the Portfolio shares; or (ii) arise out of or as a result of (a) statements or representations by or on behalf of each Fund (other than statements or representations contained in the registration statement, prospectus, SAI prospectus or sales literature statement of additional information for the Contracts not supplied by the Funds (Fund or persons under their controlits control and other than statements or representations authorized by the Company); or (b) the willful misfeasance, bad faith, gross negligence or wrongful conduct reckless disregard of duty of the Funds Fund or persons under their control, the control of the Fund with respect to the sale or distribution of the Contracts or Funds’ Shares;Portfolio shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI statement of additional information or sales literature covering or other promotional material with respect to the Contracts, 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 and in conformity with information furnished to the Company by the Fund or on behalf persons under the control of the Funds;Fund; or (iv) arise out of or as a as a result of any failure by the Funds Fund to provide the services perform its duties and furnish the materials obligations under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification requirements specified in Section 2.4 of this Agreement); or (v) arise out of or result from any breach of any representation and/or warranty made by the Funds Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the FundsFund; as limited by and except to the extent provided in accordance with the provisions of Sections 6.2(b6.3(b) and 6.2(c) 6.4 hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b) The Funds No party shall not be liable under this entitled to indemnification provision with respect to any lossesthe extent that such loss, claimsclaim, damagesdamage, liabilities liability or litigation is due to which an Company Indemnified Party would otherwise be subject by reason of such Company Indemnified Party’s the willful misfeasance, bad faith, negligence or gross negligence in the performance or such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement duty by the party seeking indemnification. (c) In accordance with Section 6.4 hereof, the Indemnified Parties will promptly notify the Fund of the commencement of any litigation or to proceedings against them in connection with the Company issuance or sale of the Portfolio shares or the Account, whichever is applicableContracts or the operation of the Separate Accounts.

Indemnification by the Funds. (a8.2(a) The Funds severally agree to indemnify and hold harmless the Company Company, and each of its directors directors/trustees and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Company Indemnified Parties” for purposes of this Section 6.28.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds ) or litigation (including legal and other expenses) Loss to which the Company 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 thata Loss is related to the operations of the Funds and: (i) arise out of or are based upon any untrue statement of any material fact contained in the registration statement or prospectus or SAI or sales literature of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the 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 Company Indemnified Party if such statement or omission was made in reliance upon and in conformity with information furnished to the Funds by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Funds or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund Shares; (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Funds (or persons under their control) or wrongful conduct of the Funds or persons under their control, with respect to the sale or distribution of the Contracts or Funds’ Shares; (iii) arise out of any untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the 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 Funds; (iv) arise as a result of any failure by the Funds to provide the services and furnish the materials under the terms of this Agreement (including without limitation a failure of the Fund, whether unintentional or in good faith or otherwise, to comply with the qualification diversification requirements specified in Section 2.4 Article VI of this Agreement); orAgreement);or (vii) arise out of or result from any material breach of any representation and/or warranty made by the Funds in this Agreement or arise out of or result from any other material breach of this Agreement by the Funds; , as limited by and in accordance with the provisions of Sections 6.2(b8.2(b) and 6.2(c8.2(c) hereof. Notwithstanding anything to the contrary in this Agreement, in no event shall Funds be liable to the Company for special, indirect, or consequential damages, or lost profits or loss of business, arising under or in connection with such breach or misrepresentation. (b8.2(b) The Funds shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities Loss incurred or litigation to which assessed against an Company Indemnified Party would otherwise be subject by reason of as such Company may arise from such Indemnified Party’s willful misfeasance, bad faith, faith or gross negligence in the performance or of such Company Indemnified Party’s duties or by reason of such Company Indemnified Party’s reckless disregard of its obligations and duties under this Agreement or to the Company Company, an Account, the Funds, the Underwriters or the AccountAdvisers, whichever is applicable. 8.2(c) The Funds 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 Funds 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 Funds of any such claim shall not relieve the Funds 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 Parties, the Funds shall be entitled to participate, at their own expense, in the defense thereof. The Funds also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Funds to such party of the Funds’ election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Funds 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. 8.2(d) The Company will promptly notify the Funds of the commencement of any litigation or proceedings against the Indemnified Parties in connection with this Agreement, the issuance or sale of Portfolio shares or the Contracts, the operation of each Account or the acquisition of shares of the Funds.