Common use of Limitations of Liability and Indemnification Clause in Contracts

Limitations of Liability and Indemnification. ClearSky shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds or VALIC in connection with the matters to which this Agreement relates, so long as it acts in good faith and with due diligence and is not negligent or guilty of any willful misconduct. Without in any way limiting the foregoing, ClearSky shall have no liability for failing to file on a timely basis any material to be provided by VALIC that it has not received on a timely basis from VALIC; ClearSky shall have no responsibility to review the accuracy or adequacy of materials it receives from VALIC for filing or bear any liability arising out of the timely filing of such materials. VALIC agrees and acknowledges that ClearSky has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of VALIC prior to the date hereof of those duties which ClearSky has agreed to perform pursuant to this Agreement. VALIC further agrees to indemnify ClearSky against any losses, claims, damages or liabilities to which ClearSky may become subject in connection with the conduct by VALIC of such duties prior to the date hereof. VALIC represents and warrants to ClearSky that as of the date hereof each Fund is lawfully eligible for sale in each jurisdiction indicated for such Fund on the list furnished to ClearSky pursuant to Paragraph 2(a) of this Agreement.

Limitations of Liability and Indemnification. ClearSky shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds or VALIC Fund in connection with the matters to which this Agreement relates, so long as it acts in good faith and with due diligence and is not negligent or guilty of any willful misconduct. Without in any way limiting the foregoing, ClearSky shall have no liability for failing to file on a timely basis any material to be provided by VALIC the Fund or Waterhouse that it has not received on a timely basis from VALICthe Fund or Waterhouse; ClearSky shall have no responsibility to review the accuracy or adequacy of materials it receives from VALIC the Fund or Waterhouse for filing or bear any liability arising out of the timely filing of such materials. VALIC The Fund agrees and acknowledges that ClearSky has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of VALIC the Fund prior to the date hereof of those duties which ClearSky has agreed to perform pursuant to this Agreement. VALIC The Fund further agrees to indemnify ClearSky against any losses, claims, damages or liabilities to which ClearSky may become subject in connection with the conduct by VALIC the Fund of such duties prior to the date hereof. VALIC The Fund represents and warrants to ClearSky that as of the date hereof each Fund it is lawfully eligible available for sale in each jurisdiction indicated for such Fund on the list furnished to ClearSky pursuant to Paragraph 2(a) of this Agreement.

Limitations of Liability and Indemnification. ClearSky shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds or VALIC Trust in connection with the matters to which this Agreement relates, so long as it acts in good faith and with due diligence and is not negligent or guilty of any willful misconduct. Without in any way limiting the foregoing, ClearSky shall have no liability for failing to file on a timely basis any material to be provided by VALIC the Trust or TD Waterhouse that it has not received on a timely basis from VALICthe Trust or TD Waterhouse; ClearSky shall have no responsibility to review the accuracy or adequacy of materials it receives from VALIC the Trust or TD Waterhouse for filing or bear any liability arising out of the timely filing of such materials. VALIC The Trust agrees and acknowledges that ClearSky has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of VALIC the Trust prior to the date hereof of those duties which ClearSky has agreed to perform pursuant to this Agreement. VALIC The Trust further agrees to indemnify ClearSky against any losses, claims, damages or liabilities to which ClearSky may become subject in connection with the conduct by VALIC the Trust of such duties prior to the date hereof. VALIC The Trust represents and warrants to ClearSky that as of the date hereof each Fund it is duly registered and lawfully eligible for sale in each jurisdiction indicated for such Fund on the list furnished to ClearSky pursuant to Paragraph 2(a2(e) of this Agreement.