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 pricing, 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 each case to the related Fund's policies on materiality of pricing errors, if applicable. In addition, each party agrees that no party will receive compensation from the other for the costs of any reprocessing necessary as a result of an error or delay. Each party agrees to provide the other with prompt notice of any errors or delays of the type referred to in this Section in a mutually agreeable form and which shall be confirmed in writing. If an adjustment is necessary to correct a material error which has caused Variable Contract owners to receive less than the amount to which they are entitled, the number of shares of the appropriate Fund(s) attributable to the accounts of the Variable Contract owners will be adjusted and the amount of any underpayments shall be credited by the Trust to the Company for crediting of such amounts to the applicable Variable Contract owners' accounts. Upon notification by the Trust or its designee of any overpayment due to a material error, the Company shall promptly remit to the Trust any overpayment that has not been paid to Variable Contract owners. If any such overpayment has been paid to Variable Contract owners, upon request by Trust or its designee, the Company shall provide reasonable assistance to recover overpayments from Variable Contract owners or make other adjustments of applicable Shares in the applicable Variable Contract owners' accounts in lieu thereof. If because of a pricing error Variable Contract owners underpaid for units of interest credited to his/her account, upon request by Trust, the Company shall provide reasonable assistance to recover any such underpayments or make or other adjustment of applicable shares in the applicable Variable Contract owners' accounts in lieu thereof.