Independent Legal Counsel

Example Definitions of "Independent Legal Counsel"
Independent Legal 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 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 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 Legal 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 Legal 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 Legal Counsel. Means a A law firm, or a member of a law firm, or attorney that is experienced 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 Executive in any matter material to either such party (other than with respect to matters concerning Indemnitee Executive under this Agreement, or of other indemnitees under similar indemnification agreements), or indemnity agreements); or (ii) any other party to... the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent “Independent Legal Counsel" 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 Executive in an n action to determine Indemnitee's Executive’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all Expenses, expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. View More
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Independent Legal Counsel. Shall include any law firm selected by the regular counsel for the Corporation from a list of law firms which satisfy reasonable criteria established by the Board of Directors of the Corporation; provided, however, such law firm has not represented the Corporation, the Indemnitee, or any person controlled by the Indemnitee within the preceding 24 calendar months.
Independent Legal Counsel. Shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 3(e) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
Independent Legal Counsel. (d) The term "independent legal counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 3(iv) hereof, who shall not have otherwise performed services for the Company or any Indemnitee within the last five years (other than with respect to matters concerning the right of any Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). Any such independent legal counsel shall be selected by the Board, unless the... Board shall request that the Indemnitee shall make such selection. The party selecting the Independent Counsel shall promptly provide written notice to the other party of its selection. Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the independent legal counsel so selected does not meet the requirements hereof. View More
Independent Legal Counsel. An attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company, the Company's parent entity (if any), or Indemnitee within the last five years and who are not currently performing services for the Company, the Company's parent entity (if any), or Indemnitee, in each case, other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar... indemnification agreements. View More
Independent Legal Counsel. Shall mean a law firm or a member of a law firm selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld) and that neither is presently nor in the past five years has been retained to represent; (i) the Company or any of its subsidiaries or affiliates, or Indemnitee or any corporation as to which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such a corporation, in any material matter, or (ii) any other... party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Legal Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. View More
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