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 OFI, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof (as described in Section 15 of the 1933 Act) (collectively, 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 Trust. IMCO shall indemnify and hold harmless OFI Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case shall IMCO's indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFICredit Suisse, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof (as described in Section 15 of the 1933 Act) (collectively, OFI 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 Trust. IMCO shall indemnify and hold harmless OFI Credit Suisse Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case shall IMCO's indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFIQMA, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof (as described in Section 15 of the 1933 Act) (collectively, OFI 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 TrustTrust by QMA expressly for use therein. IMCO shall indemnify and hold harmless OFI QMA Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case shall IMCO's indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of such person's willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFIQS Investors, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇1▇▇▇ ▇▇▇reof ) and any controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, OFI 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 Trust. IMCO shall indemnify and hold harmless OFI QS Investors Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDEDprovided, HOWEVERhowever, that in no case shall IMCO's ’s indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFI▇▇▇▇▇▇▇, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof ) and any controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, 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 by ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Indemnitiees in writing to IMCO or the Trust. IMCO shall indemnify and hold harmless OFI ▇▇▇▇▇▇▇ Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDEDprovided, HOWEVERhowever, that in no case shall is IMCO's ’s indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFIQS Investors, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof ) and any controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, OFI 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 Trust. IMCO shall indemnify and hold harmless OFI QS Investors Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDEDprovided, HOWEVERhowever, that in no case shall IMCO's ’s indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFIUBS, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof (as described in Section 15 of the 1933 Act) (collectively, OFI 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 Trust. IMCO shall indemnify and hold harmless OFI UBS Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case shall IMCO's indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which OFIEpoch, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇▇ ▇▇▇reof ) and any controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, OFI 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 TrustTrust by Epoch. IMCO shall indemnify and hold harmless OFI Epoch Indemnities for any and all such losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses); PROVIDEDprovided, HOWEVERhowever, that in no case shall IMCO's ’s indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconductmisfeasance, bad faith or gross negligence negligence, or reckless disregard of IMCO in the performance of its duties under this Agreement.

IMCO. IMCO shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which OFICredit Suisse, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇▇▇person▇ ▇▇▇reof ▇▇▇f (as described in Section 15 of the 1933 Act) (collectively, OFI 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 Trust. IMCO shall indemnify and hold harmless OFI Credit Suisse Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case shall IMCO's indemnity hereunder be deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.