Common use of Indemnification By The Insurance Company Clause in Contracts

Indemnification By The Insurance Company. The Insurance Company agrees to indemnify and hold harmless the Fund and each of its Directors, officers, employees and agents and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying party) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which such Indemnified Parties may become subject under any statute or regulation, or common law or otherwise, insofar as such Losses: (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Insurance Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Insurance Company by or on behalf of the Fund for use in Insurance Company Documents or otherwise for use in connection with the sale of the Contracts or Shares; or (2) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)) or wrongful conduct of the Insurance Company or persons under its control, with respect to the sale or acquisition of the Contracts or Shares; or (3) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund by or on behalf of the Insurance Company; or (4) in the event the Insurance Company has adjusted or changed the format of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5) arise out of or result from any failure by the Insurance Company to provide the services or furnish the materials required under the terms of this Agreement; or (6) arise out of or result from any material breach of any representation and/or warranty made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company.

Indemnification By The Insurance Company. The Insurance Company agrees to indemnify and hold harmless the Fund and each of its Directors, officers, employees and agents and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying party) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which such Indemnified Parties may become subject under any statute or regulation, or common law or otherwise, insofar as such Losses: (1a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Insurance Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Insurance Company by or on behalf of the Fund for use in Insurance Company Documents or otherwise for use in connection with the sale of the Contracts or Shares; or (2) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)) or wrongful conduct of the Insurance Company or persons under its control, with respect to the sale or acquisition of the Contracts or Shares; or (3) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund by or on behalf of the Insurance Company; or (4) in the event the Insurance Company has adjusted or changed the format of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5) arise out of or result from any failure by the Insurance Company to provide the services or furnish the materials required under the terms of this Agreement; or (6) arise out of or result from any material breach of any representation and/or warranty made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company.not

Indemnification By The Insurance Company. The Insurance Company agrees to indemnify and hold harmless the Fund Advisor, the Trust and each of its DirectorsTrustees, officers, employees and agents and each person, if any, who controls the Fund Trust within the meaning of Section 15 of the 1933 Act (collectively collectively, the "Indemnified Parties" for purposes of this Article 5Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying partyInsurance Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelycollectively , "Losses"), to which such the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such LossesLosses are related to the sale or acquisition of the Contracts or Trust shares and: (1a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Insurance Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Insurance Company by or on behalf of the Fund trust for use in Insurance Company Documents or otherwise for use in connection with the sale of the Contracts or Sharesof Trust shares; or (2b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)Trust Documents) or wrongful conduct of the Insurance Company or persons under its control, with respect to the sale or acquisition of the Contracts or SharesTrust shares; or (3c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Trust Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund Trust by or on behalf of the Insurance Company; or or (4) in the event the Insurance Company has adjusted or changed the format of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5iv) arise out of or result from any failure by the Insurance Company to provide the services or furnish the materials required under the terms of this Agreement; or or (6v) arise out of or result from any material breach of any representation and/or warranty made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company; or (d) arise out or result from the provision by the Insurance Company to the Trust of insufficient or incorrect information regarding the purchasing or sale of shares of any Portfolio, or the failure of the Company to provide such information on a timely basis.

Indemnification By The Insurance Company. (a) The Insurance Company agrees to indemnify and hold harmless the Fund Investment Company, the Adviser, the Distributor, and each of its Directorsthe Investment Company's or the Adviser's or the Distributor's directors, officers, employees and or agents and each person, if any, who controls or is associated with the Fund Investment Company, the Adviser, the Distributor within the meaning of Section 15 of such terms under the 1933 Act federal securities laws (collectively collectively, the "" Indemnified Parties" for purposes of this Article 5Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying partyInsurance Company) or expenses actions in respect thereof (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses), to which such the Indemnified Parties may become subject under any statute or statute, regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or litigations in respect thereof) or settlements: (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a the registration statement statement, prospectus or prospectus SAI for the Contracts or contained in the Contracts themselves or in sales literature generated or approved by the Insurance Company on behalf of other promotional material for the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 such statements not misleading in light of the statements therein not misleading, circumstances in which they were made; provided that this indemnity shall agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or of such alleged statement or omission was made in reliance upon and was accurately derived from written in conformity with information furnished to the Insurance Company in writing by or on behalf of the Fund Investment Company, the Adviser, of the Distributor for use in Insurance Company Documents the registration statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or SharesInvestment Company shares; or or (2) arise out of or as a result from of statements or representations by or on behalf of the Insurance Company (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)the Investment Company registration statement, prospectus, SAI or sales literature or other promotional material of the Investment Company, or any amendment or supplement to the foregoing, not supplied by the Insurance Company or persons under its control) or wrongful conduct of the Insurance Company or persons under its control, with respect to the sale or acquisition distribution of the Contracts or SharesInvestment Company shares; or or (3) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents the Investment Company registration statement, prospectus, SAI or sales literature or other promotional material of the Investment Company (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the such statements therein not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and accurately derived from written in conformity with information furnished to the Fund Investment Company by or on behalf of the Insurance CompanyCompany or persons under its control; or or (4) in the event the Insurance Company has adjusted or changed the format arise as a result of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5) arise out of or result from any failure by the Insurance Company to provide the services or and furnish the materials required under the terms of this Agreement; or or (65) arise out of or result from any material breach of any representation and/or warranty made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company of this Agreement; except to the extent provided in Sections 8.1(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Insurance Company otherwise may have. (b) No party will be entitled to indemnification under Section 8.1(a) if such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of such party's duties and obligations under this Agreement. (c) The Indemnified Parties promptly will notify the Insurance Company of the commencement of any litigation, proceedings, complaints or litigation by regulatory authorities against them in connection with the issuance or sale of the Investment Company shares or the Contracts or the operation of the Investment Company.

Indemnification By The Insurance Company. (a) The Insurance Company agrees to indemnify and hold harmless the Fund Company and each director, officer, employee or agent of its Directorsthe Company, officers, employees and agents and each person, if any, who controls or is associated with the Fund Company within the meaning of Section 15 of the 1933 Act federal securities law (collectively collectively, the "Indemnified Parties" for purposes of this Article 5Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying partyInsurance Company) or expenses litigation (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"and other expenses), to which such the Indemnified Parties may become subject under any statute or statute, regulation, or at common law or otherwise, insofar as such Losseslosses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale, holding, acquisition, distribution or redemption of the Company's shares or the Contracts and: (1i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a the registration statement, prospectus or statement of additional information for the Account or prospectus for contained in the Contracts or in the Contracts themselves or in sales literature generated for the Account or approved by the Insurance Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 misleadingmisleading in light of the circumstances in which they were made, provided that this indemnity agreement to indemnify and hold harmless 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 was accurately derived from written in conformity with information furnished to the Insurance Company by or on behalf of the Fund any indemnified party or approved for use by or on behalf of any indemnified party for use in Insurance Company Documents the registration statement, prospectus or statement of additional information for the Account or in the Contracts or sales literature (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale sale, holding, acquisition, distribution or redemption of the Contracts or Shares; orshares of the Company; (2ii) arise out of or as a result from of statements or representations (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)) or wrongful conduct of the Insurance Company or persons under its controlcontrol authorized to act on its behalf with regard to this Agreement, with respect to the sale sale, holding, acquisition, redemption or acquisition distribution of the Contracts or Company Shares; or, provided that this agreement to indemnify and hold harmless shall not apply as to any indemnified party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Insurance Company by or on behalf of any indemnified party, or approved for use by or on behalf of any indemnified party for use in the Account registration statement, Account prospectus or Account SAI or in the Contract's or Account's sales literature or other promotional material (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale, holding, acquisition or distribution of the Account, Contracts or Company share or operations of the Company; (3iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents a registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Company or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and accurately derived from written information furnished in writing to the Fund Company by or on behalf of the Insurance CompanyCompany or persons under its control authorized to act on its behalf with regard to this Agreement; or; (4) in the event the Insurance Company has adjusted or changed the format of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5iv) arise out as a result of or result from any failure by the Insurance Company to provide the services or and furnish the materials required or to make payments under the terms of this Agreement; or (6v) arise out of or result from any material breach of any representation and/or representation, warranty or agreement made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof. This indemnification shall be in addition to any liability which the Insurance Company may otherwise have. 8.1 (b). No indemnified party shall be entitled to indemnification if such loss, claim, damage, liability or litigation is due to willful misfeasance, bad faith, or gross or reckless disregard of obligations or duties by the party seeking indemnification or due to the breach of any representation, warranty or agreement made by the indemnified party.

Indemnification By The Insurance Company. The Insurance Company agrees to indemnify and hold harmless the Fund Advisor, the Trust and each of its DirectorsTrustees, officers, employees and agents and each person, if any, who controls the Fund Trust within the meaning of Section 15 of the 1933 Act (collectively collectively, the "Indemnified Parties" for purposes of this Article 5Section) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying partyInsurance Company, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectivelycollectively , "Losses"), to which such the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such LossesLosses are related to the sale or acquisition of the Contracts or Trust shares and: (1i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Insurance Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Insurance Company by or on behalf of the Fund trust for use in Insurance Company Documents or otherwise for use in connection with the sale of the Contracts or Sharesof Trust shares; or (2ii) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)Trust Documents) or wrongful conduct of the Insurance Company or persons under its control, with respect to the sale or acquisition of the Contracts or SharesTrust shares; or (3iii) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Trust Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund Trust by or on behalf of the Insurance Company; or or (4) in the event the Insurance Company has adjusted or changed the format of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5iv) arise out of or result from any failure by the Insurance Company to provide the services or furnish the materials required under the terms of this Agreement; or or (6v) arise out of or result from any material breach of any representation and/or warranty made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company.; or

Indemnification By The Insurance Company. The Insurance Company agrees to indemnify and hold harmless the Fund and each of its Directors, officers, employees and agents and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act (collectively the "Indemnified Parties" for purposes of this Article 5) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the indemnifying party) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which such Indemnified Parties may become subject under any statute or regulation, or common law or otherwise, insofar as such Losses: (1a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts themselves or in sales literature generated or approved by the Insurance Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, "Insurance Company Documents" for the purposes of this Article 5), 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 indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Insurance Company by or on behalf of the Fund for use in Insurance Company Documents or otherwise for use in connection with the sale of the Contracts or Shares; or (2b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Fund Documents (as defined in Section 5.2(a) below)) or wrongful conduct of the Insurance Company or persons under its control, with respect to the sale or acquisition of the Contracts or Shares; or (3c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Fund Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Fund by or on behalf of the Insurance Company; or (4) in the event the Insurance Company has adjusted or changed the format of the Fund's prospectus, arise out of or result from any such adjustment or change, including without limitation, any alteration of text; or (5d) arise out of or result from any failure by the Insurance Company to provide the services or furnish the materials required under the terms of this Agreement; or (6e) arise out of or result from any material breach of any representation and/or warranty made by the Insurance Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Insurance Company.