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 Westwood, 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, Westwood 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 Westwood Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodMFS, 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, Westwood MFS 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 MFS to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Westwood MFS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodEagle, 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, Westwood Eagle 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 Westwood Eagle Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodXxxxxxx, 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, Westwood IndemnitiesXxxxxxx Indemnitees) 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 primarily in reliance upon information furnished to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Westwood Indemnities Xxxxxxx Indemnitees for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodMFS, 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, Westwood MFS 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 MFS to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Westwood MFS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodBHMS, 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, Westwood BHMS 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 Westwood BHMS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodXxxxxx, 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, Westwood Xxxxxx 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 Westwood Loomis Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodBHMS, 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, Westwood BHMS 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 Westwood BHMS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodEagle, 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, Westwood Eagle 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 Westwood Eagle Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Westwood, 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, Westwood 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 Westwood Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodMFS, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persxxx xxxxeof persoxx xxxxxof (as described in Section 15 of the 1933 Act) (collectively, Westwood MFS 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 MFS to IMCO or the CompanyTrust. IMCO shall indemnify and hold harmless Westwood MFS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which WestwoodLoomis, 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, Westwood Loomis 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 Westwood Loomis Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).