Common use of LIABILITY, INDEMNIFICATION AND FORCE MAJEURE Clause in Contracts

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders or contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders shareholders, contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion discretions conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance non-performance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders shareholders, FBIC contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders shareholders, contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion discretions conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance non- performance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the PortfolioManager, the Company, or the Portfolio or its shareholders or contract owners shareholders, in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion discretions conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance non-performance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders or shareholders, FBIC contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders or shareholders, FBIC contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Sub- Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders or shareholders, FBIC contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders shareholders, FBIC contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. 13.1 The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders or shareholders, contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. 13.2 The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. 13.3 Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders shareholders, contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.

LIABILITY, INDEMNIFICATION AND FORCE MAJEURE. 13.1. The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, its shareholders shareholders, FBIC contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. 13.2. The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretion conferred upon it pursuant to this Agreement, including reasonable attorneys' fees incurred in connection with any such claim, EXCEPT insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law, including reasonable attorneys' fees incurred in connection with any such claim. 13.3. Neither party shall be held responsible for their nonperformance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations; provided, however, that each party shall have adequate disaster recovery plans and facilities in place at all times.