Common use of Indemnification for Errors Clause in Contracts

Indemnification for Errors. In the event of any error or delay with respect to information regarding the purchase, redemption, transfer or registration of Shares of the Trust, the parties agree that each is obligated to make the Separate Accounts and/or the Trust, respectively, whole for any error or delay that it causes, subject in the case of pricing errors to the related Portfolio's policies on materiality of pricing errors. In addition, the parties agree to work together in good faith with respect to consideration of payment of reasonable costs of administrative costs of any reprocessing resulting from a pricing error or delay, insofar as any such costs arise out of or is based on any error or alleged error made in the pricing of shares of a Portfolio. Each party agrees to provide the other with prompt notice of any errors or delays of the type referred to in this Section. The Company and the Trust agree that ▇▇▇▇▇ ▇▇▇▇▇ Pricing Error Procedures shall govern.