Common use of Representations and Warranties of Limited Partners; Indemnification Clause in Contracts

Representations and Warranties of Limited Partners; Indemnification. (a) Each Limited Partner hereby represents and warrants to the Fund and each other Limited Partner as follows: (i) In each case to the extent applicable, such Limited Partner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All requisite actions necessary for the due authorization, execution, delivery and performance of this Agreement by such Limited Partner have been duly taken. (ii) Such Limited Partner has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of such Limited Partner enforceable against such Limited Partner in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity). (iii) Such Limited Partner’s authorization, execution, delivery and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of (A) to the extent applicable, the certificate or articles of incorporation, by-laws or other organizational documents of such Limited Partner, (B) any material contract or agreement to which that Limited Partner is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitration award to which that Limited Partner is subject; or (ii) require any consent, approval, or authorization from filing, or registration with or notice to, any governmental authority or other Person, other than those that have already been obtained. (iv) Such Limited Partner is familiar with the proposed business, financial condition, properties, operations and prospects of the Fund and the Master Fund, and has asked such questions and conducted such due diligence concerning such matters and concerning its acquisition of any Interest as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction. Such Limited Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Fund. Such Limited Partner understands that owning an Interest involves various risks, including the restrictions on transferability set forth in this Agreement, lack of any public market for such Interest, the risk of owning its Interest for an indefinite period of time and the risk of losing its entire investment in the Fund. Such Limited Partner is able to bear the economic risk of such investment; is acquiring its Interest for investment and solely for its own beneficial account and not with a view to or any present intention of directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise disposing of all or a portion of its Interest. (b) Each Limited Partner hereby indemnifies the Fund, the Master Fund, the General Partner and their respective Affiliates from and against and agrees to hold the Fund, the Master Fund, the General Partner and their respective Affiliates free and harmless from any and all claims, losses, damages, liabilities, judgments, fines, settlements, compromises, awards, costs, expenses or other amounts (including without limitation any attorney fees, expert witness fees or related costs) arising out of or otherwise related to a breach of any of the representations and warranties of such Limited Partner as set forth in this Section 3.20. (c) Such Limited Partner shall not transfer, sell, or offer to sell such Limited Partner’s Interest without compliance with the conditions and provisions of this Agreement; (d) If such Limited Partner assigns all or any part of such Limited Partner’s Interest, then until such time as one or more assignees thereof are admitted to the Fund as a Substituted Limited Partner with respect to the Interest so assigned, the matters to which any holder thereof would covenant and agree if such holder were to execute this Agreement as a Limited Partner shall be and remain true; (e) Such Limited Partner shall notify the Fund immediately if any representations or warranties made herein or in any Subscription Agreement should be or become untrue; and (f) Such Limited Partner shall not take any action that would have the effect of causing the Fund (i) to be treated as a publicly traded partnership for purposes of Section 7704(b) of the Code or (ii) otherwise to be treated as a corporation for federal income tax purposes.

Representations and Warranties of Limited Partners; Indemnification. (a) Each Limited Partner hereby represents and warrants to the Fund and each other Limited Partner as follows: (i) In each case to the extent applicable, such Limited Partner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All requisite actions necessary for the due authorization, execution, delivery and performance of this Agreement by such Limited Partner have been duly taken. (ii) Such Limited Partner has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of such Limited Partner enforceable against such Limited Partner in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity). (iii) Such Limited Partner’s authorization, execution, delivery and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of (A) to the extent applicable, the certificate or articles of incorporation, by-laws or other organizational documents of such Limited Partner, (B) any material contract or agreement to which that Limited Partner is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitration award to which that Limited Partner is subject; or (ii) require any consent, approval, or authorization from filing, or registration with or notice to, any governmental authority or other Person, other than those that have already been obtained. (iv) Such Limited Partner is familiar with the proposed business, financial condition, properties, operations and prospects of the Fund and the Master Fund, and has asked such questions and conducted such due diligence concerning such matters and concerning its acquisition of any Interest as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction. Such Limited Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Fund. Such Limited Partner understands that owning an Interest involves various risks, including the restrictions on transferability set forth in this Agreement, lack of any public market for such Interest, the risk of owning its Interest for an indefinite period of time and the risk of losing its entire investment in the Fund. Such Limited Partner is able to bear the economic risk of such investment; is acquiring its Interest for investment and solely for its own beneficial account and not with a view to or any present intention of directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise disposing of all or a portion of its Interest. (b) Each Limited Partner hereby indemnifies the Fund, the Master Fund, the General Partner and their respective Affiliates from and against and agrees to hold the Fund, the Master Fund, the General Partner and their respective Affiliates free and harmless from any and all claims, losses, damages, liabilities, judgments, fines, settlements, compromises, awards, costs, expenses or other amounts (including without limitation any attorney fees, expert witness fees or related costs) arising out of or otherwise related to a breach of any of the representations and warranties of such Limited Partner as set forth in this Section 3.20. (c) Such Limited Partner shall not transfer, sell, or offer to sell such Limited Partner’s Interest without compliance with the conditions and provisions of this Agreement; (d) If such Limited Partner assigns all or any part of such Limited Partner’s Interest, then until such time as one or more assignees thereof are admitted to the Fund as a Substituted Limited Partner with respect to the Interest so assigned, the matters to which any holder thereof would covenant and agree if such holder were to execute this Agreement as a Limited Partner shall be and remain true;; and (e) Such Limited Partner shall notify the Fund immediately if any representations or warranties made herein or in any Subscription Agreement should be or become untrue; and (f) Such Limited Partner shall not take any action that would have the effect of causing the Fund (i) to be treated as a publicly traded partnership for purposes of Section 7704(b) of the Code or (ii) otherwise to be treated as a corporation for federal income tax purposes.

Representations and Warranties of Limited Partners; Indemnification. (a) Each Limited Partner hereby represents and warrants to the Fund and each other Limited Partner as follows: (i) In each case to the extent applicable, such Limited Partner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All requisite actions necessary for the due authorization, execution, delivery and performance of this Agreement by such Limited Partner have been duly taken. (ii) Such Limited Partner has duly executed and delivered this Agreement. This Agreement constitutes a valid and binding obligation of such Limited Partner enforceable against such Limited Partner in accordance with its terms (except as may be limited by bankruptcy, insolvency, or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity). (iii) Such Limited Partner’s authorization, execution, delivery and performance of this Agreement does not and will not (i) conflict with, or result in a breach, default or violation of (A) to the extent applicable, the certificate or articles of incorporation, by-laws or other organizational documents of such Limited Partner, (B) any material contract or agreement to which that Limited Partner is a party or is otherwise subject, or (C) any law, order, judgment, decree, writ, injunction or arbitration award to which that Limited Partner is subject; or (ii) require any consent, approval, or authorization from filing, or registration with or notice to, any governmental authority or other Person, other than those that have already been obtained. (iv) Such Limited Partner is familiar with the proposed business, financial condition, properties, operations and prospects of the Fund and the Master Fund, and has asked such questions and conducted such due diligence concerning such matters and concerning its acquisition of any Interest as it has desired to ask and conduct, and all such questions have been answered to its full satisfaction. Such Limited Partner has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Fund. Such Limited Partner understands that owning an Interest involves various risks, including the restrictions on transferability set forth in this Agreement, lack of any public market for such Interest, the risk of owning its Interest for an indefinite period of time and the risk of losing its entire investment in the Fund. Such Limited Partner is able to bear the economic risk of such investment; is acquiring its Interest for investment and solely for its own beneficial account and not with a view to or any present intention of directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise disposing of all or a portion of its Interest. (b) Each Limited Partner hereby indemnifies the Fund, the Master Fund, the General Partner and their respective Affiliates from and against and agrees to hold the Fund, the Master Fund, the General Partner and their respective Affiliates free and harmless from any and all claims, losses, damages, liabilities, judgments, fines, settlements, compromises, awards, costs, expenses or other amounts (including without limitation any attorney fees, expert witness fees or related costs) arising out of or otherwise related to a breach of any of the representations and warranties of such Limited Partner as set forth in this Section 3.20. (c) Such Limited Partner shall not transfer, sell, or offer to sell such Limited Partner’s Interest without compliance with the conditions and provisions of this Agreement; (d) If such Limited Partner assigns all or any part of such Limited Partner’s Interest, then until such time as one or more assignees thereof are admitted to the Fund as a Substituted Limited Partner with respect to the Interest so assigned, the matters to which any holder thereof would covenant and agree if such holder were to execute this Agreement as a Limited Partner shall be and remain true; (e) Such Limited Partner shall notify the Fund immediately if any representations or warranties made herein or in any Subscription Agreement should be or become untrue; and (f) Such Limited Partner shall not take any action that would have the effect of causing the Fund (i) to be treated as a publicly traded partnership for purposes of Section 7704(b) of the Code or (ii) otherwise to be treated as a corporation for federal income tax purposes.