Feeder Fund. The Feeder Fund covenants that:
Feeder Fund. The Feeder Fund represents and warrants to the Master Fund 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, 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:
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. (a) The Feeder Fund agrees to indemnify and hold harmless the Offshore Fund, and the Offshore Fund’s investment adviser, and any director, officer, employee or agent of the Offshore Fund or the Offshore 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:
Feeder Fund. The Interest of a Feeder Fund shall be treated as 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 Interest held by such Feeder Fund with respect to each Feeder Fund Investor therein.
Feeder Fund. 106 11.6 Reasonable Counsel .............................................................................................106 11.7 Entire Agreement .................................................................................................106 11.8 Severability ..........................................................................................................106 11.9 Notices .................................................................................................................107
