Common use of INDEMNIFICATION BY THE SUB-ADVISER Clause in Contracts

INDEMNIFICATION BY THE SUB-ADVISER. The Sub-Adviser will indemnify and hold harmless Penn Series and the Adviser from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Penn Series and the Adviser and resulting from (i) any claim, demand, action or suit arising out of the Sub-Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which arise out of the willful misfeasance, bad faith, negligence or misconduct of the Sub-Adviser, its affiliates, their agents or contractors, (ii) any violation by the Sub-Adviser of the investment objectives, restrictions or limitations of the Fund as stated in the Fund’s Prospectus and SAI as provided to the Sub-Adviser by the Adviser or Penn Series, or (iii) any trade error by the Sub-Adviser. Neither Penn Series nor the Adviser shall be entitled to such indemnification in respect of actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct Penn Series or the Adviser, or their agents or contractors or constituting a failure by the Adviser to comply with any term of this Agreement; provided, that such willful misfeasance, bad faith, negligence or misconduct or failure is not attributable to the Sub-Adviser or any person that is an affiliate of the Sub-Adviser or an affiliate of an affiliate of the Sub-Adviser or their agents or contractors. Prior to confessing any claim against it which may be subject to this indemnification, the Adviser shall give the Sub-Adviser reasonable opportunity to defend against said claim in its own name or in the name of the Adviser. For purposes of this Section 18 and of Section 17 hereof, no broker or dealer shall be deemed to be acting as agent or contractor of the Sub-Adviser or any affiliate of the Sub-Adviser, in effecting or executing any portfolio transaction for the Fund.

INDEMNIFICATION BY THE SUB-ADVISER. The Sub-Adviser will indemnify and hold harmless Penn Series and the Adviser from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Penn Series and the Adviser and resulting from (i) any claim, demand, action or suit arising out of the Sub-Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which arise out of the willful misfeasance, bad faith, negligence or misconduct of the Sub-Adviser, its affiliates, their agents or contractors, contractors or (ii) any violation by the Sub-Adviser of the investment objectives, restrictions or limitations of the Fund as stated in the Fund’s Prospectus and SAI as provided to the Sub-Adviser by the Adviser or Penn Series, or (iii) any trade error by the Sub-Adviser. Neither Penn Series nor the Adviser shall be entitled to such indemnification in respect of actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct Penn Series or the Adviser, or their agents or contractors or constituting a failure by the Adviser to comply with any term of this Agreement; provided, that such willful misfeasance, bad faith, negligence or misconduct or failure is not attributable to the Sub-Adviser or any person that is an affiliate of the Sub-Adviser or an affiliate of an affiliate of the Sub-Adviser or their agents or contractors. Prior to confessing any claim against it which may be subject to this indemnification, the Adviser shall give the Sub-Adviser reasonable opportunity to defend against said claim in its own name or in the name of the Adviser. For purposes of this Section 18 and of Section 17 hereof, no broker or dealer shall be deemed to be acting as agent or contractor of the Sub-Adviser or any affiliate of the Sub-Adviser, in effecting or executing any portfolio transaction for the Fund.

INDEMNIFICATION BY THE SUB-ADVISER. The Sub-Adviser will agrees to indemnify and hold harmless Penn Series and the Adviser from all lossAdviser, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Penn Series and any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (“affiliated person”) of the Adviser and resulting each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), controls (“controlling person”) the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser, the Fund, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising from (i) any claim, demand, action or suit arising out of the Sub-Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which arise out of the willful misfeasance, bad faith, negligence gross negligence, or misconduct reckless disregard of the Sub-Adviser, its affiliates, their agents obligations or contractors, duties hereunder or (ii) any violation untrue statement of a material fact (or an omission of such statement) contained in this Agreement, the Prospectus, SAI, Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Sub-Advised Portion or the Sub-Adviser to the extent that such statement was made in reliance on and in conformity with written information furnished to the Fund and the Adviser by the Sub-Adviser of the investment objectivesfor use therein; provided, restrictions or limitations of the Fund as stated however, that in the Fund’s Prospectus and SAI as provided to the Sub-Adviser by the Adviser or Penn Series, or (iii) any trade error by no case is the Sub-Adviser. Neither Penn Series nor ’s indemnity in favor of the Adviser shall be entitled to such indemnification in respect of actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct Penn Series or the Adviser, or their agents or contractors or constituting a failure by the Adviser to comply with any term of this Agreement; provided, that such willful misfeasance, bad faith, negligence or misconduct or failure is not attributable to the Sub-Adviser or any affiliated person that is an affiliate or controlling person of the Sub-Adviser or an affiliate of an affiliate of the Sub-Adviser or their agents or contractors. Prior deemed to confessing protect such person against any claim against it liability to which may any such person would otherwise be subject to this indemnificationby reason of willful misconduct, the Adviser shall give the Sub-Adviser reasonable opportunity to defend against said claim in its own name bad faith or gross negligence in the name performance of the Adviser. For purposes its duties or by reason of its reckless disregard of its obligations and duties under this Section 18 and of Section 17 hereof, no broker or dealer shall be deemed to be acting as agent or contractor of the Sub-Adviser or any affiliate of the Sub-Adviser, in effecting or executing any portfolio transaction for the FundAgreement.

INDEMNIFICATION BY THE SUB-ADVISER. The Sub-Adviser will indemnify and hold harmless Penn Series and the Adviser from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Penn Series and and/or the Adviser and to the extent resulting from from: (ia) any claim, demand, action or suit arising out of the Sub-Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which arise out of the willful misfeasance, bad faith, negligence or misconduct of the Sub-Adviser, its affiliates, their agents or contractorscontractors in connection with Sub-Adviser’s services under this Agreement, (iib) any violation by the Sub-Adviser of the investment objectives, restrictions or limitations of the Fund as stated in the Fund’s Prospectus and SAI as provided to the Sub-Adviser by the Adviser or Penn Series, or (iiic) any trade error by the Sub-Adviser. Neither Penn Series nor the Adviser shall be entitled to such indemnification in respect of actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct of Penn Series or the Adviser, or their agents or contractors or constituting a failure by the Adviser to comply with any term of this Agreement; provided, that such willful misfeasance, bad faith, negligence or misconduct or failure is not attributable to the Sub-Adviser or any person that is an affiliate of the Sub-Adviser or an affiliate of an affiliate of the Sub-Adviser or their agents or contractors. Prior to confessing any claim against it which may be subject to this indemnification, the Adviser shall give the Sub-Adviser reasonable opportunity to defend against said claim in its own name or in the name of the Adviser. For purposes of this Section 18 and of Section 17 hereof, no broker or dealer shall be deemed to be acting as agent or contractor of the Sub-Adviser or any affiliate of the Sub-Adviser, in effecting or executing any portfolio transaction for the Fund.

INDEMNIFICATION BY THE SUB-ADVISER. The Sub-Adviser will indemnify and hold harmless Penn Series and the Adviser from all loss, cost, damage and expense, including reasonable expenses for legal counsel, incurred by Penn Series and and/or the Adviser and resulting from from: (ia) any claim, demand, action or suit arising out of the Sub-Adviser’s or any affiliate’s failure to comply with any term of this Agreement or which arise out of the willful misfeasance, bad faith, negligence or misconduct of the Sub-Adviser, its affiliates, their agents or contractors, (iib) any violation by the Sub-Adviser of the investment objectives, restrictions or limitations of the Fund as stated in the Fund’s Prospectus and SAI as provided to the Sub-Adviser by the Adviser or Penn Series, or (iiic) any trade error by the Sub-Adviser. Neither Penn Series nor the Adviser shall be entitled to such indemnification in respect of actions or omissions constituting willful misfeasance, bad faith, negligence or misconduct Penn Series or the Adviser, or their agents or contractors or constituting a failure by the Adviser to comply with any term of this Agreement; provided, that such willful misfeasance, bad faith, negligence or misconduct or failure is not attributable to the Sub-Adviser or any person that is an affiliate of the Sub-Adviser or an affiliate of an affiliate of the Sub-Adviser or their agents or contractors. Prior to confessing any claim against it which may be subject to this indemnification, the Adviser shall give the Sub-Adviser reasonable opportunity to defend against said claim in its own name or in the name of the Adviser. For purposes of this Section 18 and of Section 17 hereof, no broker or dealer shall be deemed to be acting as agent or contractor of the Sub-Adviser or any affiliate of the Sub-Adviser, in effecting or executing any portfolio transaction for the Fund.