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 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 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" 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 4 Contracts from 3 Companies
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 corporate 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" 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 3 Contracts from 2 Companies
Independent Counsel. A means, at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of limited partnership, limited liability company or corporation law law, as applicable, and neither presently is, nor (b) is not, at such time, or has not been in the past five three years has been, prior to such time, retained to represent: (i) the Company any Enterprise 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. hereunder or (iii) the Beneficial Owner, directly or indirectly, of securities of any Company representing 5% or more of the ownership interests or the voting power of such Company's then outstanding ownership interests or voting securities, respectively. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either any of the Company Companies or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Companies agree 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 2 Contracts from Amplify Energy Corp
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, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Found in 12 Contracts from 9 Companies
Independent Counsel. A a law firm, firm or a member of a law firm, firm that neither is experienced in matters of corporation law and neither presently is, nor in the past five years has been, been retained to represent: represent (i) the Company or the 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 agreements), agreements) or (ii) any other party to the... Proceeding giving rise to a claim request 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 the Indemnitee in an action to determine the Indemnitee's rights right to indemnification under this Agreement. View More
Found in Midstates Petroleum Company, 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 any Enterprise or any affiliate thereof or Indemnitee in any matter material to either any 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 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 the Partnership or Indemnitee in an action to determine Indemnitee's rights under this Agreement. View More
Found in Delek Logistics Partners, LP 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 any of its affiliates 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, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
Found in Benefitfocus,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), party, 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 who, under the applicable standards of professional conduct then 2 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 Mirati 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 (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 giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" Independent Counsel shall not include any person 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 VINCE HOLDING CORP. 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 (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 giving rise to a claim for indemnification... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person 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 VINCE HOLDING CORP. contract
All Definitions