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 (d) "Independent Counsel" means 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, or of other indemnitees under similar indemnification 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 TradeUP Acquisition Corp. 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 that 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 10X Capital Venture Acquisition Corp. II 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 that 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 Rice Acquisition Corp. II 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 ... class="diff-color-red">hereunder. under this Agreement. Notwithstanding the foregoing, the term "Independent Counsel" shall Independent Counsel will 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 Abri SPAC I, Inc. contract
Independent Counsel. A a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, performs, nor in the past five three years has been, retained to represent: performed, services for either: (i) the Company or Indemnitee in any matter material to either such party (other than in connection 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 Claim 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 First Light Acquisition Group, Inc. 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 that 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 Pershing Square SPARC Holdings, Ltd. 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 that 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 and hold harmless payment 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 Pershing Square SPARC Holdings, Ltd. 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 corporate law and that 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 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 GLA II Meteora Acquisition Corp. contract
Independent Counsel. A 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 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 Murphy Canyon Acquisition Corp. contract
Independent Counsel. A shall mean a law firm, firm or a member of a law firm, that is experienced firm with significant experience in matters of corporation law and that 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 Falcon's Beyond Global, Inc. contract
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