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:
Appears in 3 contracts
Samples: Agreement (Grosvenor Registered Multi-Strategy Fund (Te), LLC), Agreement (Excelsior Multi-Strategy Hedge Fund of Funds (Te 2), LLC), Agreement (Excelsior Directional Hedge Fund of Funds (Te) LLC)
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:
Appears in 2 contracts
Samples: Agreement (Excelsior Private Markets Fund III (TE), LLC), Agreement (Excelsior Private Markets Fund II (TE), LLC)