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 calculation of the NAV, purchase, redemption, transfer or registration of Shares of the Fund, the parties agree that each is obligated to make the Separate Accounts and/or the Fund, 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, each party agrees to compensate the other party for any reasonable cost of reprocessing and/or adjustments to an Owner’s account and or a Fund/Portfolio, as applicable, provided however the minimum and maximum amounts that would be payable by either party for any such reprocessing and/or adjustment costs (not including amounts to make Owners - Fund/Portfolio whole) are $250 and $8,000, respectively. In the event that an Owner receives less than his proportionate, indirect ownership interest in a Portfolio from a related purchase, redemption or exchange due to the error of the Company or any affiliate, the Company shall solely be responsible for compensating the Owner. Each party agrees to provide the other with prompt notice of any errors or delays of the type referred to in this Section.