Independent Counsel

Independent Counsel. 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 three years has been, retained to represent: (i) the Company or any of its subsidiaries or affiliates, (ii) the Indemnitee or (iii) any other party to the Proceeding giving rise to a claim for indemnification or Expense Advances hereunder, in any matter (other than with respect to matters relating to indemnification and advancement of expenses). No law firm or... lawyer shall qualify to serve as Independent Counsel if that person would, under the applicable standards of professional conduct then prevailing, have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. The Indemnitee shall select a law firm or member of a law firm to serve as Independent Counsel, subject to the consent of the Company, which consent shall not be unreasonably withheld. Subject to the foregoing, any law firm or a member of a law firm in the Am Law 200 shall be presumed to qualify as Independent Counsel. In the event that the Indemnitee and the Company are unable to agree upon the selection of the Independent Counsel, the parties shall first try to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association. Any dispute that cannot be resolved by mediation shall be finally resolved by arbitration by the American Arbitration Association under its Commercial Arbitration Rules. The fees for any such dispute resolution procedure shall be borne by the Company. View More

Independent Counsel. Shall mean a law firm or lawyer that neither is presently nor in the past five years has been retained to represent: (i) the Company or Indemnitee in any matter material to any such party or (ii) any other party to the Proceeding (or, as to a threatened matter, reasonably likely to be named) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any firm or person who, under the applicable standards of professional... conduct then prevailing, would have a conflict of interest in representing any of the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company. View More

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 preceding five years represented: (i) the Company or a related organization in any capacity (other than as Independent Counsel), or (ii) represented a director, officer, member of a committee of the Board, or employee, whose indemnification is in issue. 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

Independent Counsel. Means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under the Agreement.

Independent Counsel. Means an attorney with at least 5 years of experience in management indemnification matters who has neither represented Indemnitee or Company in the past 5 years. Independent Counsel shall be chosen by the Company, and shall be paid by the Company

Independent Counsel. Means an attorney or firm of attorneys that is experienced in matters of corporate law and has not otherwise performed services within the last five years (i) for the Company or its affiliates or the Indemnitee (other than with respect to matters concerning the rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements) or (ii) for any other party to the proceeding giving rise to a claim for indemnification, advancement or any other right... hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any counsel who, under applicable standards of professional conduct, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. View More

Independent Counsel. Shall mean counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last three years

Independent Counsel. Means a law firm, or an attorney-at-law, that is experienced (at least 10 years) in relevant matters of corporation law and that is not at the time in question, nor has been for the then-past three (3) years, retained to represent: (a) the Company or Indemnitee in any matter material to the Company or Indemnitee; or (b) any other party to the proceeding giving rise to a claim for indemnification or advancement of expenses under this Agreement with respect to which such Independent Counsel is to... have involvement under this Agreement; provided, however, that notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in 3 representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement (it being acknowledged that no such conflict of interest will be deemed to exist solely due to such law firm or attorney-at-law (i) entering into any agreement with the Company relating to its, his or her retention to act as Independent Counsel for purposes of this Agreement or (ii) taking any actions contemplated as Independent Counsel under this Agreement). View More

Independent Counsel. A law firm, or a member of a law firm, selected by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, 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 Subsidiary) or Indemnitee in any matter material to either such party... (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim 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

Independent Counsel. A law firm or a member of a law firm that neither presently is, nor in the past five years has been, retained to represent: (i) Frontier or the Indemnitee in any manner; or (ii) any other party to the Proceeding giving rise to a 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 under the law of the State of Delaware, would have a conflict of... interest in representing either Frontier or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. View More