LOOMIS Sample Clauses

LOOMIS. Loomis represents and wxxxxxxs tx XXXX that (i) the retention of Loomis by IMCO as contemplated xx xxxs Agreement is authorized by Loomis' governing documents; (ix) xxx execution, delivery and performance of this Agreement does not violate any obligation by which Loomis or its property is bound, xxxxxer arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Loomis and when executed and delixxxxx by Loomis will be a legal, valid anx xxxxing obligation of Loomis, enforceable against Loomxx xx accordance with its terxx, xxbject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Loomis is registered as an invexxxxxx adviser under the Advisers Act; (v) Loomis has adopted a written code xx xxhics complying with the requirements of Rule 17j-1 under the 1940 Act and that Loomis and certain of its empxxxxxx, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Loomis shall furnish to IMCO alx xxxorts and information provided under Rule 17j-1(c)(2); (vi) Loomis is not prohibited by the 1000 Xxt, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Loomis will promptly notify IMCO xx xxx occurrence of any event that would disqualify Loomis from serving as investment xxxxxer of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Loomis has provided IMCO with a cxxx xx its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Loomis will notify IMCO of any "axxxxxxent" (as defined in the 1940 Act) of this Agreement or cxxxxx xx control of Loomis, as applicable, and any cxxxxxx in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Loomis, in each case prior to ox xxxxptly after, such change; and (x) Loomis has adequate disaster recoxxxx xnd interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

LOOMIS. Loomis shall be liable fox xxx anx xxx losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pxxxxxx thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO 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 of Loomis in the performance of anx xx xts 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 Loomis which was required to be xxxxxd therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to IMCO or the Trust by Loomis Indemnities (as defined bexxx) xor use therein. Loomis shall indemnify and hold hxxxxxxs the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).