DEPOSITARY RIGHTS Sample Clauses

DEPOSITARY RIGHTS. 15.1. The Depositary may, at any time, obtain with the prior written consent of the Manager advice at the expense of the Manager in the event it is in doubt as to any action to be or not to be taken by it. 15.2. The Depositary shall not be required to take any legal action hereunder unless fully indemnified to its reasonable satisfaction for costs and liabilities; if the Manager requires the Depositary in any capacity to take any action which in the opinion of the Depositary as depositary and/or safe keeper of the Assets might make the Depositary liable for the payment of money or liable in any other way. The Depositary shall be kept indemnified in any reasonable amount and form satisfactory to it as a prerequisite to taking such action. 15.3. The Fund will indemnify and hold harmless the Depositary from any and all costs, liabilities, losses and damages (including but not limited to fees of counsel) incurred for which the Depositary is not liable pursuant to the Law or this Agreement, and arising out of any action taken or omitted by the Depositary hereunder or under any Instructions including but not limited to liabilities, losses, damages, costs and expenses arising as a result of: (a) any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed with respect to any Assets, or Financial Instruments and/or rights corresponding thereto; and (b) the Depositary or any agent instructed by or through the Depositary, or any of their respective nominees appearing as a record holder of Financial Instruments, or Financial Instruments and/or rights corresponding thereto, but excluding those liabilities, losses, damages, costs and expenses that arise as the result of the negligence or wilful misconduct of the Depositary. Any indemnification to which the Depositary is entitled will also enure to the benefit of its officers and directors, it being understood that such indemnification will only apply if the conditions for such indemnification as set out above in this article 15.3 have been fulfilled and such indemnification will not apply to the extent that the Depositary is liable pursuant to the Law or this Agreement.

DEPOSITARY RIGHTS. 15.1. Darwin may, at any time, obtain with the prior consent of the Manager advice at the expense of the Fund in the event Darwin is in doubt as to any action to be or not to be taken by it. 15.2. Darwin shall not be required to take any legal action hereunder unless fully indemnified to its reasonable satisfaction for costs and liabilities; if the Manager requires Darwin in any capacity to take any action which in the opinion of Darwin as depositary of the Assets might make Darwin liable for the payment of money or liable in any other way, Darwin shall be kept indemnified in any reasonable amount and form satisfactory to it as a prerequisite to taking such action. 15.3. The Fund agrees that it will indemnify and hold harmless Darwin and its officers and directors from any and all costs, liabilities, losses and damages (including but not limited to fees of counsel) incurred by Darwin for which Darwin itself is not liable pursuant to this Agreement, and arising out of any action taken or omitted by Darwin hereunder or under any Instructions including but not limited to liabilities, losses, damages, costs and expenses arising as a result of : 15.3.1. Any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed with respect to any Assets, or Financial Instruments and/or rights corresponding thereto; and 15.3.2. Darwin or any agent instructed by or through Darwin, or any of their respective nominees appearing as a record holder of Financial Instruments, or Financial Instruments and/or rights corresponding thereto, but excluding those liabilities, losses, damages, costs and expenses that arise as the result of the negligence or wilful misconduct of Darwin.