Common use of IMCO Clause in Contracts

IMCO. IMCO shall indemnify and hold harmless GMO, 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, GMO Indemnities) for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the GMO Indemnities may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise caused by (i) any negligence, willful misconduct, bad faith or reckless disregard by any IMCO Indemnities in the performance of their 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 GMO Indemnities to IMCO or the Company.

IMCO. IMCO shall indemnify and hold harmless GMO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling per▇pers▇▇▇ ▇▇▇reof ▇eof (as described in Section 15 of the 1933 Act)(collectively, GMO Indemnities) for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the GMO Indemnities may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise caused by (i) any negligence, willful misconduct, bad faith or reckless disregard by any IMCO Indemnities in the performance of their 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 GMO Indemnities to IMCO or the Company.