The Dealer. Manager represents and warrants to the Fund, the Managers, and each person and firm which signs the Registration Statement, that the information under the caption "Plan of Distribution" in the Prospectus and all other information furnished to the Managers by the Dealer-Manager in writing expressly for the use in the Registration Statement, any preliminary prospectus, the Prospectus, or any amendment or supplement thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
The Dealer. Manager represents that it has reasonable grounds to believe, based on information obtained from the Fund and the Managers through the Prospectus or other materials, that all material facts relating to a sale of the Units (including facts relating to the items set forth in Section 3(b) of NASD Rule 2810) are adequately and accurately disclosed and provide a basis for evaluating an investment in the Fund.
The Dealer. Manager and each Soliciting Dealer will indemnify and hold harmless the Company from and against any and all losses, claims, damages or liabilities to which the Company may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) the failure or alleged failure by the Dealer-Manager and/or such Soliciting Dealer to perform fully and to act in compliance with the provisions of this Agreement or the Soliciting Dealer Agreement, or (ii) any untrue statement or alleged untrue statement of any material fact made by the Dealer-Manager or such Soliciting Dealer to any offeree or purchaser of any of Shares (other than any statement contained in the Prospectus or any Authorized Sales Literature, or any amendment or supplement thereto), or (iii) any omission or alleged omission by the Dealer-Manager or such Soliciting Dealer to state to any offeree or purchaser of any Shares a material fact necessary in order to make the statements made to such offeree or purchaser not misleading in light of the circumstances under which they were made (other than any such material fact omitted from the Prospectus, or any amendment or supplement thereto), and will reimburse any legal or other expenses (including, but not limited to, reasonable attorneys' fees) reasonably incurred by the Company in connection with investigating or defending any such claim or action, whether or not resulting in any liability. The indemnity agreement in this Section 7(b) will be in addition to any liability which the Dealer-Manager and/or such Soliciting Dealer may otherwise have and shall extend upon the same terms and conditions to each person signing the Registration Statement on behalf of the Company and each person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act.
The Dealer. Manager agrees to indemnify, defend and hold harmless you and any person who controls you within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from you, with respect to a breach by the Dealer- Manager of its representations, warranties, covenants, duties or obligations contained in this Agreement. If any action, suit or proceeding is brought against an indemnified party in respect of which indemnity may be sought under this Section 7(c), the Dealer-Manager shall have the rights and duties given to you under Section 7(b).
The Dealer. Manager shall not have advised the Company that the Filing, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of the Dealer-Manager, is material or omits to state a fact which, in the opinion of the Dealer-Manager, is material and is required to be stated therein or is necessary to make the statements therein not misleading.