Common use of IMCO Clause in Contracts

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Batterymarch, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the Company. IMCO shall indemnify and hold harmless Batterymarch Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchDresdner, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Dresdner Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the Company. IMCO shall indemnify and hold harmless Batterymarch Dresdner Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchLoomis, any affiliated persons thereof xxxxxof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Loomis Indemnities) may become subject suxxxxx under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Loomis Indemnities for any and all such alx xxxx losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchOFI, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch OFI Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the Company. IMCO shall indemnify and hold harmless Batterymarch OFI Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchDresdner, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Dresdner Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Dresdner Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which BatterymarchEpoch, any affiliated persons thereof (within the meaning of the 1940 Act0000 Xxx) and any controlling persxxx xxxxeof persons thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Epoch Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misconductmisfeasance, bad faith faith, or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust by Epoch. IMCO shall indemnify and hold harmless Batterymarch Epoch Indemnities for any and all such losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; provided, however, that in no case shall IMCO's prior written consent ’s indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misfeasance, bad faith or gross negligence, or reckless disregard of IMCO in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchCredit Suisse, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Credit Suisse Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Credit Suisse Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; provided, however, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchOFI, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof persons thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch OFI Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the Company. IMCO shall indemnify and hold harmless Batterymarch OFI Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchQMA, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch QMA Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust by QMA expressly for use therein. IMCO shall indemnify and hold harmless Batterymarch QMA Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of such person's willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchQS Investors, any affiliated persons thereof (within the meaning of the 1940 Act1000 Xxx) and any controlling persxxx xxxxeof persons thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch QS Investors Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch QS Investors Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; provided, however, that in no case shall IMCO's prior written consent ’s indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchQS Investors, any affiliated persons thereof (within the meaning of the 1940 Act0000 Xxx) and any controlling persxxx xxxxeof persons thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch QS Investors Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch QS Investors Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; provided, however, that in no case shall IMCO's prior written consent ’s indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchCredit Suisse, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Credit Suisse Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Credit Suisse Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchXxxxxxx, any affiliated persons thereof (within the meaning of the 1940 Act0000 Xxx) and any controlling persxxx xxxxeof persons thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Xxxxxxx Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished by Xxxxxxx or Xxxxxxx Indemnitiees in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Xxxxxxx Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; provided, however, that in no case is IMCO's prior written consent ’s indemnity hereunder deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Batterymarch, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the Company. IMCO shall indemnify and hold harmless Batterymarch Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Such Batterymarch Indemnities must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Batterymarch, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof persons thereof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the Company. IMCO shall indemnify and hold harmless Batterymarch Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Batterymarch, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Such Batterymarch Indemnities must obtain IMCO's prior written consent to any settlement or compromise relating to a claim that would otherwise fall under this provision.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchUBS, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch UBS Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch UBS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchCredit Suisse, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof personx xxxxxxf (as described in Section 15 of the 1933 Act) (collectively, Batterymarch Credit Suisse Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained contaiPersonNamened in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch Credit Suisse Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which BatterymarchOFI, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, Batterymarch OFI Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by IMCO in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to IMCO which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Batterymarch OFI Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). Batterymarch must obtain ; PROVIDED, HOWEVER, that in no case shall IMCO's prior written consent indemnity hereunder be deemed to protect a person against any settlement or compromise relating liability to a claim that which any such person would otherwise fall be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this provisionAgreement.