Common use of INDEMNIFICATION BY THE INVESTMENT COMPANY Clause in Contracts

INDEMNIFICATION BY THE INVESTMENT COMPANY. (a) The Investment Company agrees to indemnify and hold harmless the Insurance Company and each of its directors, officers, employees or agents and each person, if any, who controls or is associated with the Insurance Company within the meaning of such terms under the federal securities (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) or litigation in respect thereof (including reasonable 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 litigation in respect thereof) or settlements, are related to the operations of the Investment Company and: (1) arise as a result of any failure by the Investment Company to provide the services and furnish the materials under the terms of this Agreement; or (2) arise out of or result from any material breach of any representation and/or warranty made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company (including a failure, whether intentional or in good faith or otherwise, to comply with the requirements of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (3) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Investment Company otherwise may have. (b) No party will be entitled to indemnification under Section 8.3(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 will promptly notify the Investment Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Separate Account.

INDEMNIFICATION BY THE INVESTMENT COMPANY. (a) ). The Investment Company agrees to indemnify and hold harmless the Insurance Company Company, and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls or is associated with the Insurance Company within the meaning of such terms under Section 15 of the federal securities 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) Company or litigation in respect thereof (including reasonable 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 litigation actions in respect thereof) or settlementssettlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Investment Company and: (1i) arise as a result of any failure by the Investment Company to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or or warranty made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company (including a failureCompany, whether intentional or as limited by and in good faith or otherwise, to comply accordance with the requirements provisions of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (3) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Investment Company otherwise may have. (b) No party will ). The Investment Company shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence, or reckless disregard negligence in the performance of such partyIndemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and obligations duties under this AgreementAgreement or to the Company, the Investment Company, the Underwriter or any Account, whichever is applicable. (c) ). The Investment Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties will promptly Party unless such Indemnified Party shall have notified the Investment Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Investment Company of any such claim shall not relieve the commencement Investment Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any litigationsuch action is brought against the Indemnified Parties, proceedingsthe Investment Company will be entitled to participate, complaints or actions by regulatory authorities against them at its own expense, in connection the defense thereof. The Investment Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the issuance or sale party named in the action. After notice from the Investment Company to such party of the Contracts or Investment Company's election to assume the operation of defense thereof, the Separate Account.Indemnified Party

INDEMNIFICATION BY THE INVESTMENT COMPANY. (a) The Investment Company agrees to indemnify and hold harmless the Insurance Company Companies, and each of its their directors, officers, employees or agents and agents, and each person, if any, who controls or is associated with the Insurance Company Companies within the meaning of such terms under Section 15 of the federal securities 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) or litigation in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such those losses, claims, damages, liabilities or expenses (or litigation actions in respect thereof) or settlementssettlements result from the gross negligence, bad faith or willful misconduct of any trustee(s) of the Investment Company, are related to the operations of the Investment Company and: (1i) arise as a result of any failure by the Investment Company to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or representation, warranty or agreement made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company (including a failureCompany; as limited by, whether intentional or and in good faith or otherwise, to comply accordance with the requirements of Subchapter M of the Code specified in Article IIIprovisions of, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (3) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b) and 8.4 8.3(c) hereof. This indemnification will be in addition to any liability that the Investment Company otherwise may have. (b) No party will The Investment Company shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to incurred or assessed against an Indemnified Party that may arise from the Indemnified Party's willful misfeasance, bad faith, or gross negligence, or reckless disregard negligence in the performance of such partythe Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations and obligations duties under this Agreement. (c) The Indemnified Parties will promptly notify Agreement or to the Insurance Companies, the Investment Company of Company, the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts Adviser or the operation of the Separate Account, whichever is applicable.

INDEMNIFICATION BY THE INVESTMENT COMPANY. (a) ). The Investment Company agrees to indemnify and hold harmless the Insurance Company Company, and each of its directors, officers, employees or agents directors and officers and each person, if any, who controls or is associated with the Insurance Company within the meaning of such terms under Section 15 of the federal securities 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.37.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Investment Company) Company or litigation in respect thereof (including reasonable 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 litigation actions in respect thereof) or settlementssettlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Investment Company and: (1i) arise as a result of any failure by the Investment Company to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or (2ii) arise out of or result from any material breach of any representation and/or or warranty made by the Investment Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Investment Company (including a failureCompany, whether intentional or as limited by and in good faith or otherwise, to comply accordance with the requirements provisions of Subchapter M of the Code specified in Article III, Section 3.2 of this Agreement and the diversification requirements specified in Article III, Section 3.3 of this Agreement as described more fully in Section 8.5 below); or (3) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or capital gain distribution rate; except to the extent provided in Sections 8.3(b7.3(b) and 8.4 7.3(c) hereof. This indemnification will be in addition to any liability that the Investment Company otherwise may have. (b) No party will ). The Investment Company shall not be entitled liable under this indemnification provision with respect to indemnification under Section 8.3(a) if such lossany losses, claimclaims, damagedamages, liability liabilities or litigation is due to the incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence, or reckless disregard negligence in the performance of such partyIndemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and obligations duties under this AgreementAgreement or to the Company, the Investment Company, the Underwriter or any Account, whichever is applicable. (c) ). The Investment Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Parties will promptly Party unless such Indemnified Party shall have notified the Investment Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Investment Company of any such claim shall not relieve the commencement Investment Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Investment Company will be entitled to participate, at its own expense, in the defense thereof. The Investment Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Investment Company to such party of the Investment Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any litigationadditional counsel retained by it, proceedings, complaints and the Investment Company will not be liable to such party under this Agreement for any legal or actions other expenses subsequently incurred by regulatory authorities against them such party independently in connection with the issuance or sale defense thereof other than reasonable costs of the Contracts or the operation of the Separate Accountinvestigation.