OFFSHORE FUND. The Offshore Fund represents and warrants to the Feeder Fund that:
OFFSHORE FUND. The Offshore Fund covenants that:
OFFSHORE FUND. (a) The Offshore Fund agrees to indemnify and hold harmless the Feeder Fund and any affiliate providing services to the Feeder Fund, and any manager, director, officer, employee or agent of any of them (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 Offshore Fund, or any of its directors, 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 advertising or sales literature, or any other SEC Filing relating to the Offshore Fund, or any amendments or supplements to the foregoing (in this Section, collectively, the “Offering Documents”) of the Offshore Fund, 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; or
(iii) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Documents relating to the Offshore Fund, 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 made in reliance upon and in conformity with written information furnished to the Offshore Fund by the Feeder Fund for use therein or for use by the Offshore Fund in...
OFFSHORE FUND. PNC Alternative Strategies Cayman Fund LDC, a Cayman Islands limited duration company, or any other similar non-U.S. jurisdiction company in which the Company invests all or substantially all of its assets, and which in turn invests all or substantially all of its assets in the Master Fund.
OFFSHORE FUND. PNC Absolute Return Cayman Fund LDC, a Cayman Islands limited duration company, or any other similar non-U.S. jurisdiction company in which the Company invests all or substantially all of its assets, and which in turn invests all or substantially all of its assets in the Master Fund.
OFFSHORE FUND. PNC Long-Short Manager Cayman Fund LDC, a Cayman Islands limited duration company, or any other similar non-U.S. jurisdiction company in which the Company invests all or substantially all of its assets, and which in turn invests all or substantially all of its assets in the Master Fund.
OFFSHORE FUND. 3 Sec. 2.3 Reasonable Actions................................................3 ARTICLE III INDEMNIFICATION..................................................3
OFFSHORE FUND. 1 ARTICLE II COVENANTS.........................................................2
OFFSHORE FUND. Mercantile Long-Short Manager Offshore Fund for Tax-Exempt/Deferred Investors (TEDI) LDC, a Cayman Islands limited duration company, or any other similar non-U.S. jurisdiction company in which the Company invests all or substantially all of its assets, and which in turn invests all or substantially all of its assets in the Master Fund.
OFFSHORE FUND. Mercantile Alternative Strategies Offshore Fund for Tax-Exempt/Deferred Investors (TEDI) LDC, a Cayman Islands limited duration company, or any other similar non-U.S. jurisdiction company in which the Company invests all or substantially all of its assets, and which in turn invests all or substantially all of its assets in the Master Fund.
