Independent Counsel

Independent Counsel. Means an attorney who is licensed to practice law before the Nevada Court and in good standing with the Nevada Bar Association, who has not been subject to any disciplinary proceeding during the prior ten years, who has at least ten years' experience in matters of Nevada corporation law and who (and whose firm) neither presently performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee... under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who (or whose firm), 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 is experienced in matters of public companies, fiduciary duties, indemnity matters and corporation and limited liability company law, and neither presently is, nor in the past five years has been, retained to 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 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 under this Agreement, unless the party with whom counsel had a conflict of interest agrees, in such party's sole discretion, to waive such conflict. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above. View More

Independent Counsel. Shall mean: 1) any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either FHLBank or the Indemnitee in a Proceeding to determine the Indemnitee's right to indemnification under this Agreement and 2) who is not an attorney or a firm associated with an attorney, who, within the 5 years immediately preceding the request for indemnification, has been retained by or who has performed services for the Federal... Home Loan Banks Office of Finance, any Federal Home Loan Bank, or any person to be indemnified. View More

Independent Counsel. Means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of Florida corporate law and neither currently is, nor in the five (5) years previous to its selection has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such party (other than with respect to indemnification matters concerning the Indemnitee under this Agreement, the By-laws, the Articles, the FBCA, other applicable law or otherwise, or of... other indemnified parties under similar indemnification agreements, constituent documents, the FBCA, other applicable law or otherwise) 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 the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above. View More

Independent Counsel. Shall mean counsel selected by Indemnitee (or the Fund Indemnitors, as the case may be) 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 (or the Fund Indemnitors, as the case may be) (other than in connection with indemnification matters) within the last three years

Independent Counsel. The person or body appointed in connection with Section 4, and such person or body shall be a law firm, or a member of a law firm, that is experienced in matters of corporation law.

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 five (5) years previous to his selection or appointment has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. The term "Independent Counsel" does 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 Bylaws or under any agreement between Indemnitee and the Company. View More