Feeder Fund Sample Clauses

Feeder Fund. The Feeder Fund covenants that:

Feeder Fund. (a) The Feeder Fund agrees to indemnify and hold harmless the Master Fund, and the Master Fund's investment adviser, and any director, manager, officer, employee or agent of the Master Fund or of the Master Fund's investment adviser (in this Section, each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) ("Losses"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law, or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Feeder Fund or by any of its directors, officers, employees or agents, but only insofar as such omissions or commissions relate to the Investment; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any confidential memoranda or any other offering document of the Feeder Fund, or any amendments or supplements to the foregoing (in this Section, collectively "Offering Documents"), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was not made in the Offering Documents in reliance upon and in conformity with the Master Fund's registration statement on Form N-2 and other written information furnished by the Master Fund or by any service provider of Master Fund for use therein or for use by the Feeder Fund in preparing such documents, including but not limited to any written information contained in the Master Fund's current registration statement on Form N-2; PROVIDED, HOWEVER, that in no case shall the Feeder Fund be liable for indemnification her...

Feeder Fund. The Feeder Fund represents and warrants to the Master Fund that:

Feeder Fund. 1 Sec. 1.2

Feeder Fund. 3 Sec. 2.2 Master Fund.......................................................3 Sec. 2.3 Reasonable Actions................................................4 ARTICLE III INDEMNIFICATION...................................................4

Feeder Fund. 4 Sec. 3.2 Master Fund.......................................................6

Feeder Fund. The Feeder Fund represents and warrants to the Offshore Fund that:

Feeder Fund. The Partnership Interests of a Feeder Fund shall be treated as Partnership Interests held by more than one Limited Partner for purposes of determining the appropriate treatment of such Feeder Fund in connection herewith, in light of the multiple Feeder Fund Investors in such Feeder Fund. This shall include reflecting on the books and records of the Partnership a separate Partnership Interest held by such Feeder Fund with respect to each Feeder Fund Investor therein.

Feeder Fund. (a) The Feeder Fund agrees to indemnify and hold harmless the Master Fund, and the Master Fund's investment adviser, and any manager, officer, employee or agent of the Master Fund or the Master Fund's investment adviser (in this Section, each, a "Covered Person" and collectively, "Covered Persons"), against any and all losses, claims, demands, damages, liabilities or expenses (including, with respect to each Covered Person, the reasonable cost of investigating and defending against any claims therefor and any counsel fees incurred in connection therewith, except as provided in subparagraph (b)) ("Losses"), that: (i) arise out of or are based upon any violation or alleged violation of any of the Securities Laws, or any other applicable statute, rule, regulation or common law, or are incurred in connection with or as a result of any formal or informal administrative proceeding or investigation by a regulatory agency, insofar as such violation or alleged violation, proceeding or investigation arises out of or is based upon any direct or indirect omission or commission (or alleged omission or commission) by the Feeder Fund or by any of its managers, officers, employees or agents; or (ii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any confidential memoranda or any other offering document of the Feeder Fund, or any amendments or supplements to the foregoing (in this Section, collectively "Offering Documents"), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was not made in the Offering Documents in reliance upon and in conformity with the Master Fund's registration statement on Form N-2 and other written information furnished by the Master Fund or by any service providers of the Master Fund for use therein or for use by the Feeder Fund in preparing such documents, including but not limited to any written information contained in the Master Fund's current registration statement on Form N-2; provided, however, that in no case shall the Feeder Fund be liable for indemnification hereunder (i) with respect to any claims made against any Covered Person unless a Covere...

Feeder Fund. 3 Sec. 3.2