Common use of Indemnification by the Sponsor Clause in Contracts

Indemnification by the Sponsor. The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Sponsor Indemnified Party”) from and against any loss, liability, damage and reasonable cost and expense (including reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of: (i) any material breach by the Sponsor of any provision of this Agreement that relates to the Sponsor; (ii) any material failure on the part of the Sponsor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws in connection with this Agreement, except the Sponsor shall not be required to indemnify a Sponsor Indemnified Party to the extent that such failure was caused by the Sponsor’s reasonable reliance on instructions given or representations made by one or more Sponsor Indemnified Parties; (iv) actions of such Sponsor Indemnified Party taken in reasonable reliance upon any instructions issued or representations made in accordance with Annex II hereto (as amended from time to time) reasonably believed by the Sponsor Indemnified Party to be genuine and to have been given by or on behalf of the Sponsor; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Trust as originally filed with the SEC or in any amendment thereof, or in any Prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except those statements in the Registration Statement or the Prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the Registration Statement or the Prospectus. The Sponsor shall not be liable to any Sponsor Indemnified Party for any damages arising directly out of (w) mistakes or errors in data provided to the Sponsor by a Sponsor Indemnified Party, or (x) any action of a service provider to the Trust, except to the extent such service provider acted under the direction of the Sponsor, the Administrator or Trust, or such service provider is an affiliate of any of them, and acted negligently in taking or failing to take an action. The Sponsor shall not be liable under the indemnity agreement contained in this Section with respect to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability that it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this Section and shall only release it from such liability under this Section to the extent it has been materially prejudiced by such failure to receive notice.

Indemnification by the Sponsor. (a) The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant Company and each of its respective subsidiaries, affiliates, directors, officers, employees directors and agents, officers and each person, if any, who controls such persons the Company within the meaning of Section 15 of the 1933 Act 1933Act (each a “Sponsor collectively, the "Indemnified Party”Parties" for purposes of this Section 7.2) from and against any lossand all losses, liabilityclaims, damage and reasonable cost and expense damages, liabilities (including reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of: (i) any material breach by amounts paid in settlement with the Sponsor of any provision of this Agreement that relates to the Sponsor; (ii) any material failure on the part of the Sponsor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws in connection with this Agreement, except the Sponsor shall not be required to indemnify a Sponsor Indemnified Party to the extent that such failure was caused by the Sponsor’s reasonable reliance on instructions given or representations made by one or more Sponsor Indemnified Parties; (iv) actions of such Sponsor Indemnified Party taken in reasonable reliance upon any instructions issued or representations made in accordance with Annex II hereto (as amended from time to time) reasonably believed by the Sponsor Indemnified Party to be genuine and to have been given by or on behalf written consent of the Sponsor; ) or litigation (vincluding legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the Variable Insurance Products and: arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement registration statement or prospectus or sales literature of the Trust as originally filed with the SEC or in any amendment thereof, or in any Prospectus, Fund (or any amendment thereof or supplement theretoto any of the foregoing), or any 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, except those statements provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in the Registration Statement or the Prospectus based on reliance upon and in conformity with information furnished in writing to the Sponsor or Fund by or on behalf of the Authorized Participant expressly Company for use in the Registration Statement registration statement or prospectus for the Prospectus. The Sponsor shall not be liable to Fund or in sales literature (or any Sponsor Indemnified Party amendment or supplement thereto) or otherwise for any damages arising directly use in connection with the sale of the Variable Insurance Products or Fund shares; or arise out of or as a result of statements or representations (w) mistakes other than statements or errors representations contained in data provided to the registration statement, prospectus or sales literature for the Variable Insurance Products not supplied by the Sponsor by a Sponsor Indemnified Party, or (xpersons under its control) any action of a service provider to the Trust, except to the extent such service provider acted under the direction or unlawful conduct of the SponsorFund, the Administrator Advisers or Trustpersons under their control, or such service provider is an affiliate of any of them, and acted negligently in taking or failing to take an action. The Sponsor shall not be liable under the indemnity agreement contained in this Section with respect to the sale or distribution of the Variable Insurance Products or Fund shares; or arise out of any claim untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus or sales literature covering the Variable Insurance Products (or any amendment 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 against in reliance upon information furnished to the Company by or on behalf of the Fund; or result from any Sponsor Indemnified Party unless failure by the Sponsor Indemnified Party shall have notified or the Fund 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 arise out of or result from any material breach of any representation and/or warranty made by the Sponsor or the Fund in writing this Agreement or arise out of the claim within a reasonable time after the summons or result from any other first written notification giving information material breach of the nature of the claim shall have been served upon this Agreement by the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice Fund; as limited by and in accordance with the provisions of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability that it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this Section Sections 7.2(b) and shall only release it from such liability under this Section to the extent it has been materially prejudiced by such failure to receive notice7.2(c) hereof.

Indemnification by the Sponsor. The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant Company and each of its respective subsidiaries, affiliatesAffiliates, directors, officersemployees, employees members, managers, representatives and agents, agents and each person, if any, Person who controls such persons the Company within the meaning of Section 15 of either the 1933 Securities Act (each a “Sponsor Indemnified Party”) or the Exchange Act, to the fullest extent permitted by applicable law, from and against any loss, liability, damage and reasonable cost and expense (including reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of: (i) any material breach by the Sponsor of any provision of this Agreement that relates all Losses to the Sponsor; (ii) any material failure on the part of the Sponsor to perform which they or any of its obligations set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws in connection with this Agreement, except the Sponsor shall not be required to indemnify a Sponsor Indemnified Party to the extent that them may become subject insofar as such failure was caused by the Sponsor’s reasonable reliance on instructions given Losses arise out of or representations made by one or more Sponsor Indemnified Parties; (iv) actions of such Sponsor Indemnified Party taken in reasonable reliance are based upon any instructions issued or representations made in accordance with Annex II hereto (as amended from time to time) reasonably believed by the Sponsor Indemnified Party to be genuine and to have been given by or on behalf of the Sponsor; or (v) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement of the Trust as originally filed with the SEC or in any amendment thereof, or in the Disclosure Package or any Sponsor Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any 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, except those statements to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Registration Statement or Sponsor furnished to the Prospectus based on information furnished in writing Company by or on behalf of the Authorized Participant expressly Sponsor specifically for use inclusion therein; provided, however, that the total amount to be indemnified by the Sponsor pursuant to this Section 2(g)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such the Sponsor in the offering to which such Registration Statement or Prospectus relates; provided further that the Prospectus. The Sponsor shall not be liable in any case to the extent that prior to the filing of any Sponsor Indemnified Party such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any damages arising directly out of (w) mistakes amendment thereof or errors in data supplement thereto which corrected or made not misleading information previously provided to the Sponsor by a Sponsor Indemnified Party, or (x) any action of a service provider to the Trust, except to the extent such service provider acted under the direction of the Sponsor, the Administrator or Trust, or such service provider is an affiliate of any of them, and acted negligently in taking or failing to take an actionCompany. The Sponsor shall not be liable under the This indemnity agreement contained will be in this Section with respect addition to any claim made against any Sponsor Indemnified Party unless liability which the Sponsor Indemnified Party shall have notified the Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability that it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this Section and shall only release it from such liability under this Section to the extent it has been materially prejudiced by such failure to receive noticehave.

Indemnification by the Sponsor. The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant and its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Sponsor Indemnified Party”) from and against any loss, liability, damage and reasonable cost and expense (including reasonable attorneys’ fees) incurred by such Sponsor Indemnified Party as a result of: (i) any material breach by the Sponsor of any provision of this Agreement that relates to the Sponsor; (ii) any material failure on the part of the Sponsor to perform any of its obligations set forth in this Agreement; (iii) any failure by the Sponsor to comply with applicable laws in connection with this Agreement, except the Sponsor shall not be required to indemnify a Sponsor Indemnified Party to the extent that such failure was caused by the Sponsor’s reasonable reliance on instructions given or representations made by one or more Sponsor Indemnified Parties; (iv) actions of such Sponsor Indemnified Party taken in reasonable reliance upon any instructions issued or representations made in accordance with Annex II Xxxxx XX hereto (as amended from time to time) reasonably believed by the Sponsor Indemnified Party to be genuine and to have been given by or on behalf of the Sponsor; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Trust as originally filed with the SEC or in any amendment thereof, or in any Prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except those statements in the Registration Statement or the Prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the Registration Statement or the Prospectus. The Sponsor shall not be liable to any Sponsor Indemnified Party for any damages arising directly out of (w) mistakes or errors in data provided to the Sponsor by a Sponsor Indemnified Party, or (x) any action of a service provider to the Trust, except to the extent such service provider acted under the direction of the Sponsor, the Administrator or Trust, or such service provider is an affiliate of any of them, and acted negligently in taking or failing to take an action. The Sponsor shall not be liable under the indemnity agreement contained in this Section with respect to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability that it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of the indemnity agreement contained in this Section and shall only release it from such liability under this Section to the extent it has been materially prejudiced by such failure to receive notice.