Independent Counsel Definition Example with 102 Variations

This page contains an example definition of Independent Counsel, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Independent Counsel. A law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.... Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in PREFERRED APARTMENT COMMUNITIES INC contract

Variations

Independent Counsel. A means a law firm, or a member of a law firm, that is experienced in matters of corporation corporate law and neither presently currently is, nor in the past five years previous to its selection or appointment has been, retained to represent: represent (i) the Company Corporation or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, Agreement or of other indemnitees under similar indemnification ... class="diff-color-red">agreements), agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company Corporation or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in Armstrong Energy, Inc. contract
Independent Counsel. A means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other party, other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), agreements, or (ii) any other party to the Proceeding giving rise to a claim... for indemnification hereunder. Notwithstanding 10 the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Found in ASPIRITY HOLDINGS LLC contract
Independent Counsel. A a law firm, firm or a member of a law firm, that is experienced firm with significant experience in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee as "Independent Counsel" under this Agreement, Agreement or of other indemnitees under similar indemnification agreements), agreements); or (ii) any... other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in MENTOR GRAPHICS CORP contract
Independent Counsel. A a law firm, or a member of a law firm, that is experienced in matters of relevant corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) (1) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, Agreement and/or the indemnification provisions of the Amended and Restated Bylaws of the Company or of other indemnitees under similar indemnification... agreements), agreements or (ii) provisions), or (2) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" Independent Counsel shall not include any person who, under the applicable standards of professional conduct or applicable law then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in JOY GLOBAL INC contract
Independent Counsel. A means a law firm, or a member of a law firm, or a solo practitioner that is experienced in matters of corporation law including, without limitation, the DGCL and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), agreements); or (ii) any... other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Found in Tobira Therapeutics, Inc. contract
Independent Counsel. A means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, 11 claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Found in QLIK TECHNOLOGIES INC contract
Independent Counsel. A a law firm, firm or a member of a law firm, firm that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), agreements); or (ii) any other party to the Proceeding (as defined below) giving rise... to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Agreement View More
Found in ARIAD PHARMACEUTICALS INC contract
Independent Counsel. A For purposes of this Agreement, the term "independent counsel" means a law firm, or a member partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar... indemnification agreements), or (ii) any other party to the Proceeding proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" "independent counsel" shall not include any person counsel who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in CIFC Corp. contract
Independent Counsel. A shall mean a law firm, firm or a member of a law firm, firm that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), agreements); or (ii) any other party to the Proceeding (as defined below)... giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" 'Independent Counsel' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in Tower US Holdings Inc. contract
Independent Counsel. A at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of corporation law and neither presently is, nor (b) is not, at such time, or has not been in the past five years has been, prior to such time, retained to represent: (i) the Company any Mattress Firm Entity or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees indemnities under similar... indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor View More
Found in MATTRESS FIRM HOLDING CORP. contract
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