Indemnification by MFS Sample Clauses

Indemnification by MFS. MFS agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, and any agents or employees of the foregoing (each an "Indemnified Party," or collectively, the "Indemnified Parties" for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Funds) or expenses (including reasonable counsel fees) to which any Indemnified Party may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Shares or the Policies and: (a) arise out of or are based upon any untrue statement of any material fact contained in the registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Funds (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, provided that this agreement to indemnify shall not apply as to any -------- Indemnified Party if such statement or omission was made in reasonable reliance upon and in conformity with information furnished to the Funds, MFS or their respective designees by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Funds or in sales literature or other promotional material for the Funds (or any amendment or supplement) or otherwise for use in connection with the sale of the Policies or Shares; or (b) arise out of or as a result of statements or representations (other than statements or representations contained in the sales literature or other promotional material for the Policies not supplied by MFS or any of its designees or persons under their respective control and on which any such entity has reasonably relied) or wrongful conduct of MFS or persons under its control, with respect to the sale or distribution of the Policies or Shares; or (c) arise out of any untrue statement of a material fact contained in the sales literature or other promotional literature of the Accounts or relating to the Policies, or any amendment thereof or supplement there...