Common use of Indemnification by the Adviser Clause in Contracts

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “Indemnified Party,” or 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 Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies, or any amendment thereof 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 in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement, as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. The Adviser (a) SR&F agrees to indemnify and hold harmless the Company, the underwriter of the Contracts and each of its directors and officers and each person, if any, who controls the Company and its directors/trustees, officers, employees and agents within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party,” or collectively, the “"Indemnified Parties” " and individually an "Indemnified Party" for purposes of this Section 8.38.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the AdviserSR&F, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel feesfees incurred in connection therewith) (collectively, "Losses") to which any the Indemnified Party 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 Losses are related to the sale or acquisition of the Trust's Shares or the Policies Contracts and: (ai) arise out of or are based upon any untrue statement statements or alleged untrue statement statements of a any material fact contained in the registration statementRegistration Statement, prospectus, statement of additional information, prospectus or sales literature or other promotional literature of the Accounts or relating to the Policies, Trust (or any amendment thereof or supplement theretoto any of the foregoing) (collectively, the "Trust Documents") or 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 statement or statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to SR&F or the Trust by or on behalf of the Company by for use in the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement, as limited by and in accordance with the provisions of this Article VIII.Registration Statement

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “"Indemnified Party,” " or 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 Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional ACTIVE 259349248 DocuSign Envelope ID: 66335EF2-ABEB-4F95-BF36-EF60D355A93A information, or sales literature or other promotional literature of the Accounts or relating to the Policies, or any amendment thereof 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 in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement, as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “Indemnified Party,” or 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 Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Policies and: (a) : arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies, or any amendment thereof 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 in reliance upon information furnished to the Company by the Adviser; or (b) or arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) or arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement, as limited by and in accordance with the provisions of this Article VIII.

Indemnification by the Adviser. 8.3(a) The Adviser agrees to indemnify and hold harmless the Insurance Company and each of its directors/trusteesdirectors and officers and each person, officersif any, employees and agents who controls Insurance Company within the meaning of Section 15 of the 1933 Act (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or expenses litigation (including reasonable counsel feeslegal and other expenses) (for purposes of this Section 8.3, collectively a “Loss”) to which any the Indemnified Party Parties may be required to pay or may become subject under any statutestatute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities or expenses (or actions in respect thereof) or settlements settlements, are related to the sale or acquisition operations of the Shares or the Policies Trust and: (ai) arise out as a result of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to the Policies, or any amendment thereof 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 in reliance upon information furnished to the Company failure by the AdviserTrust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification and other qualification requirements specified in Article VI of this Agreement); or (bii) arise out of or result from any material breach of any representation and/or warranty made by the Trust or the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust or the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement, as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof. For purposes of this Section 8.3, Loss shall include, without limitation, all costs associated with or arising out of any failure of the Trust or any Designated Fund to comply with the diversification and other qualification requirements specified in Article VIIIVI, including, without limitation, all costs associated with correcting or responding to any such failure. 8.3(b) The Adviser shall not be liable under this indemnification provision with respect to any Loss to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to Insurance Company, the Trust, TPIS, the Adviser or the Accounts, whichever is applicable. 8.3(c) The Adviser shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Adviser 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 Adviser of any such claim shall not relieve the Adviser 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, except to the extent that the failure to notify results in the failure of actual notice to the Adviser and the Trust or Adviser is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Parties, the Adviser will be entitled to participate, at its own expense, in the defense thereof. The Adviser also shall be entitled to assume the expense thereof, with counsel satisfactory to the party named in the action and to settle the claim at its own expense; provided, however, that no such settlement shall, without the Indemnified Parties’ written consent, include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from the Adviser to such party of the Adviser’s election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Adviser will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (i) the Adviser and the Indemnified Party will have mutually agreed to the retention of such counsel; or (ii) the named parties to any such proceeding (including any impleaded parties) include the Trust, the Adviser and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Adviser will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Adviser agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. 8.3(d) The Indemnified Parties agree promptly to notify the Adviser of the commencement of any litigation or proceeding against them in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Accounts, or the sale or acquisition of shares of the Designated Funds.

Indemnification by the Adviser. The Adviser agrees to indemnify and hold harmless the Company and its directors/trustees, officers, employees and agents (each an “"Indemnified Party,” " or 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 Adviser) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Policies and: (a) arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional ACTIVE 259349248 DocuSign Envelope ID: 07AD536A-0E15-4E00-8C2F-F32C18357966 information, or sales literature or other promotional literature of the Accounts or relating to the Policies, or any amendment thereof 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 in reliance upon information furnished to the Company by the Adviser; or (b) arise out of or result from any material breach of any representation and/or warranty made by the Adviser in this Agreement or arise out of or result from any other material breach of this Agreement by the Adviser; or (c) arise as a result of any failure by the Adviser to provide the services and furnish the materials under the terms of the Agreement, as limited by and in accordance with the provisions of this Article VIII.