Common use of Indemnification Disclaimer Clause in Contracts

Indemnification Disclaimer. 37 Section 8.1 Reinsurer’s Obligation to Indemnify 37 Section 8.2 Ceding Company’s Obligation to Indemnify 38 Section 8.3 Procedures for Third Party Claims 38 Section 8.4 Direct Claims 39 Section 8.5 No Duplication of Indemnity 39 Section 8.6 Waiver of Duty of Utmost Good Faith 40 Article IX. DAC TAX ADJUSTMENT 40 Section 9.1 DAC Tax Adjustment 40 Section 9.2 Definitions 40 Section 9.3 U.S. Tax Status Representation 40 Article X. GENERAL PROVISIONS 41 Section 10.1 Notices 41 Section 10.2 Entire Agreement 42 Section 10.3 Waivers and Amendments 42 Section 10.4 Governing Law and Jurisdiction 42 Section 10.5 WAIVER OF JURY TRIAL 43 Section 10.6 No Third Party Beneficiaries 43 Section 10.7 Expenses 43 Section 10.8 Counterparts 43 Section 10.9 Severability 44 Section 10.10 Treatment of Confidential Information 44 Section 10.11 Assignment 45 Section 10.12 Rules of Construction 45 Section 10.13 Incontestability 46 INDEX OF SCHEDULES Schedule A Terminal Settlement Schedule B Separate Accounts Schedule C Investment Guidelines Schedule D A&H Policies Schedule E Unamortized Ceding Commission Schedule F Net Retained Liabilities Ceding Commission Adjustment Schedule G Accounting Report Schedule H Financed Amounts REINSURANCE AGREEMENT THIS REINSURANCE AGREEMENT (this “Agreement”) is made and entered into on May 1, 2018 (the “Closing Date”) and effective as of the Effective Time by and between Liberty Life Assurance Company of Boston, a New Hampshire-domiciled insurance company (the “Ceding Company”) and Protective Life Insurance Company, a Tennessee-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party.”

Indemnification Disclaimer. 37 35 Section 8.1 Reinsurer’s 's Obligation to Indemnify 37 35 Section 8.2 Ceding Company’s 's Obligation to Indemnify 35 Section 8.3 Notice of Claim; Defense 36 Section 8.4 No Duplication; Exclusive Remedy 37 Section 8.5 Limitation on Set-off 38 Section 8.3 Procedures for Third 8.6 Recovery by Indemnified Party Claims 38 Section 8.4 Direct Claims 8.7 Right to Indemnification 38 Section 8.8 Cost of Enforcement 39 Section 8.5 No Duplication of Indemnity 39 Section 8.6 8.9 Waiver of Duty of Utmost Good Faith 40 39 Article IX. DAC TAX ADJUSTMENT IX MISCELLANEOUS 39 Section 9.1 Remedies 39 Section 9.2 Governing Law 39 Section 9.3 Jurisdiction; Venue 40 Section 9.1 DAC Tax Adjustment 9.4 Jury Waiver 40 Section 9.2 Definitions 9.5 Notices 40 Section 9.3 U.S. Tax Status Representation 40 Article X. GENERAL PROVISIONS 41 Section 10.1 Notices 41 Section 10.2 Entire Agreement 9.6 Successors and Assigns; No Third-Party Beneficiaries 42 Section 10.3 Waivers and 9.7 Entire Agreement; Amendments 42 Section 10.4 Governing Law and Jurisdiction 9.8 Interpretation 42 Section 10.5 WAIVER OF JURY TRIAL 43 Section 10.6 No Third Party Beneficiaries 43 Section 10.7 Expenses 43 Section 10.8 Counterparts 43 Section 10.9 Severability 9.9 Waivers 44 Section 10.10 9.10 Expenses 44 Section 9.11 Partial Invalidity 44 Section 9.12 Execution in Counterparts 45 Section 9.13 Treatment of Confidential Information 44 Section 10.11 Assignment 45 Section 10.12 Rules of Construction 45 Section 10.13 Incontestability 46 INDEX OF SCHEDULES Schedule A Terminal Settlement Schedule B </Table> SCHEDULES: SCHEDULE 1.1(a) Covered Insurance Policies SCHEDULE 1.1(b) Separate Accounts Schedule EXHIBITS: EXHIBIT A Form of Trust Agreement EXHIBIT B-1 Form of General Account Settlement Statement EXHIBIT B-2 Form of Separate Account Settlement Statement EXHIBIT C Investment Guidelines EXHIBIT D Termination Settlement under Section 7.4 EXHIBIT E Form of Trust Withdrawal Event Notice EXHIBIT F Form of Trust Withdrawal Event Acknowledgment EXHIBIT G Form of Cure Notice EXHIBIT H Form of Cure Acknowledgment EXHIBIT I Schedule D A&H Policies Schedule E Unamortized Ceding Commission Schedule F Net Retained Liabilities Ceding Commission Adjustment Schedule G Accounting Report Schedule H Financed Amounts of Plan Administrative Service Agreements ii <Page> REINSURANCE AGREEMENT THIS REINSURANCE AGREEMENT (this “"Agreement”) "), is made and entered into on May January 1, 2018 (the “Closing Date”) 2013 and effective as of the Effective Time by and between Liberty Life Assurance Company of BostonHARTFORD LIFE INSURANCE COMPANY, a New Hampshire-domiciled life insurance company domiciled in the State of Connecticut (the “"Ceding Company”") and Protective Life Insurance CompanyMASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Tennessee-domiciled mutual life insurance company domiciled in the Commonwealth of Massachusetts ("Buyer" or the “"Reinsurer”"). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “"Party.”"

Indemnification Disclaimer. 37 Section 8.1 Reinsurer’s Obligation to Indemnify 37 Section 8.2 Ceding Company’s Obligation to Indemnify 38 Section 8.3 Procedures for Third Party Claims 38 Section 8.4 Direct Claims 39 Section 8.5 No Duplication of Indemnity 39 Section 8.6 Waiver of Duty of Utmost Good Faith 40 Article IX. DAC TAX ADJUSTMENT 40 Section 9.1 DAC Tax Adjustment 40 Section 9.2 Definitions 40 Section 9.3 U.S. Tax Status Representation 40 Article X. GENERAL PROVISIONS 41 Section 10.1 Notices 41 Section 10.2 Entire Agreement 42 Section 10.3 Waivers and Amendments 42 Section 10.4 Governing Law and Jurisdiction 42 Section 10.5 WAIVER OF JURY TRIAL 43 Section 10.6 No Third Party Beneficiaries 43 Section 10.7 Expenses 43 Section 10.8 Counterparts 43 44 Section 10.9 Severability 44 Section 10.10 Treatment of Confidential Information 44 Section 10.11 Assignment 45 Section 10.12 Rules of Construction 45 Section 10.13 Incontestability 46 INDEX OF SCHEDULES Schedule A Terminal Settlement Schedule B Separate Accounts Schedule C Investment Guidelines Schedule D A&H Policies Schedule E Unamortized Ceding Commission Schedule F Net Retained Liabilities Ceding Commission Adjustment Schedule G Accounting Report Schedule H Financed Amounts REINSURANCE AGREEMENT THIS REINSURANCE AGREEMENT (this “Agreement”) is made and entered into on May 1, 2018 (the “Closing Date”) and effective as of the Effective Time by and between Liberty Life Assurance Company of Boston, a New Hampshire-domiciled insurance company (the “Ceding Company”) and Protective Life and Annuity Insurance Company, a Tennesseean Alabama-domiciled insurance company (the “Reinsurer”). For purposes of this Agreement, the Ceding Company and the Reinsurer shall each be deemed a “Party.”