Common use of MFS Clause in Contracts

MFS. MFS represents and warrants to IMCO that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by MFS's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which MFS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of MFS and when executed and delivered by MFS will be a legal, valid and binding obligation of MFS, enforceable against MFS in accordance with its terms, subject, 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) MFS is registered as an investment adviser under the Advisers Act; (v) MFS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that MFS and certain of its employees, 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, MFS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) MFS is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) MFS will promptly notify IMCO of the occurrence of any event that would disqualify MFS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) MFS has provided IMCO with a copy of 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) MFS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx xx control of MFS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of MFS, in each case prior to or promptly after, such change; and (x) MFS has adequate disaster recovery and interruption prevention measures for business resumption in accordance with relevant provisions of the 1940 Act and within industry standards.

MFS. MFS represents and warrants to IMCO that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by MFS's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which MFS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of MFS and when executed and delivered by MFS will be a legal, valid and binding obligation of MFS, enforceable against MFS in accordance with its terms, subject, 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) MFS is registered as an investment adviser under the Advisers Act; (v) MFS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that MFS and certain of its employees, 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, MFS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) MFS is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) MFS will promptly notify IMCO of the occurrence of any event that would disqualify MFS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) MFS has provided IMCO with a copy of 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) MFS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx xx change of control of MFS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of MFS, in each case prior to or promptly after, such change; and (x) MFS has adequate disaster recovery and interruption prevention measures for business resumption in accordance with relevant provisions of the 1940 Act and within industry standards.

MFS. MFS represents and warrants to IMCO that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by MFSMFS 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which MFS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of MFS and when executed and delivered by MFS will be a legal, valid and binding obligation of MFS, enforceable against MFS in accordance with its terms, subject, 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) MFS is registered as an investment adviser under the Advisers Act; (v) MFS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that MFS and certain of its employees, 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 IMCO, and, with respect to such persons, MFS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) MFS is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) MFS will promptly notify IMCO of the occurrence of any event that would disqualify MFS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) MFS has provided IMCO with a copy of 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) MFS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx xx control of MFS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of MFS, in each case prior to or promptly after, such change; and (x) MFS has adequate disaster recovery and interruption prevention measures for business resumption in accordance with relevant provisions of the 1940 Act and within industry standards.

MFS. MFS represents and warrants to IMCO that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by MFS's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which MFS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of MFS and when executed and delivered by MFS will be a legal, valid and binding obligation of MFS, enforceable against MFS in accordance with its terms, subject, 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) MFS is registered as an investment adviser under the Advisers Act; (v) MFS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that MFS and certain of its employees, 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, MFS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) MFS is not prohibited by the 1940 Act, the 6 933180 Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) MFS will promptly notify IMCO of the occurrence of any event that would disqualify MFS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) MFS has provided IMCO with a copy of 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) MFS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx chxxxx xx control of MFS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of MFS, in each case prior to or promptly after, such change; and (x) MFS has adequate disaster recovery and interruption prevention measures for business resumption in accordance with relevant provisions of the 1940 Act and within industry standards.

MFS. MFS represents and warrants to IMCO that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by MFS's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which MFS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of MFS and when executed and delivered by MFS will be a legal, valid and binding obligation of MFS, enforceable against MFS in accordance with its terms, subject, 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) MFS is registered as an investment adviser under the Advisers Act; (v) MFS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that MFS and certain of its employees, 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, MFS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) MFS is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) MFS will promptly notify IMCO of the occurrence of any event that would disqualify MFS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) MFS has provided IMCO with a copy of 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) MFS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx chxxxx xx control of MFS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of MFS, in each case prior to or promptly after, such change; and (x) MFS has adequate disaster recovery and interruption prevention measures for business resumption in accordance with relevant provisions of the 1940 Act and within industry standards.

MFS. MFS represents and warrants to IMCO that (i) the retention of MFS by IMCO as contemplated by this Agreement is authorized by MFSMFS 's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which MFS or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of MFS and when executed and delivered by MFS will be a legal, valid and binding obligation of MFS, enforceable against MFS in accordance with its terms, subject, 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) MFS is registered as an investment adviser under the Advisers Act; (v) MFS has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that MFS and certain of its employees, 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 IMCO, and, with respect to such persons, MFS shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) MFS is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) MFS will promptly notify IMCO of the occurrence of any event that would disqualify MFS from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) MFS has provided IMCO with a copy of 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) MFS will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx chanxx xx control xxntrol of MFS, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of MFS, in each case prior to or promptly after, such change; and (x) MFS has adequate disaster recovery and interruption prevention measures for business resumption in accordance with relevant provisions of the 1940 Act and within industry standards.