Manager Indemnified Person definition

Manager Indemnified Person has the meaning assigned to such term in Section ‎11.2.

Manager Indemnified Person has the meaning ascribed to it under Clause 10.1;

Manager Indemnified Person shall have the meaning assigned to such term in Section 8.1. “Memorandum” shall mean the Memorandum of Association of the Company, as may be amended from time to time. “Party” or “Parties” shall have the meaning assigned to such term in the first paragraph hereof. “Person” shall mean any natural person, company, corporation, association, partnership, organization, business, firm, joint venture, trust, unincorporated organization or any other entity or organization, including a government, or any political subdivision, department or agency of any government. “Portfolio Companies” shall have the meaning assigned to such term in the Recitals to this Agreement. “Services” shall have the meaning assigned to such term in Section 3.1. “Shares” shall have the meaning assigned to such term in the Shareholders Agreement. “Shareholders” shall have the meaning assigned to such term in the Shareholders Agreement. “Shareholders Agreement” shall mean that certain Amended and Restated Shareholders Agreement, dated as of April 27, 2006, by and among the Company and the Shareholders. “Term Sheet” shall mean that certain Preliminary Term Sheet for Smart Hydrogen Inc., dated October 10, 2005. “United States Dollars” or “$” means the lawful currency of the United States of America. “U.S. Manager” shall have the meaning assigned to such term in Section 4.3. 1.2

Examples of Manager Indemnified Person in a sentence

• The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Sub-Adviser shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.

• In case any such action is brought against the Manager Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person.

• The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Manager Indemnified Person.

• The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Subadvisor shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.

• The Subadvisor shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Manager Indemnified Person.

• The Portfolio Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Portfolio Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Portfolio Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.

• The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Portfolio Manager shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.

• In case any such action is brought against the Portfolio Manager Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Portfolio Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Portfolio Manager Indemnified Person.

• The Portfolio Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Manager Indemnified Person.

• In case any such action is brought against the Manager Indemnified Person, the Portfolio Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person.

More Definitions of Manager Indemnified Person

Manager Indemnified Person shall have the meaning set forth in Section 10(b) of this Agreement.

Manager Indemnified Person is defined in Section 18.2.