Independent Legal Counsel Definition Example with 5 Variations

This page contains an example definition of Independent Legal Counsel, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Independent Legal Counsel. Shall mean a law firm or a member of a firm selected by the Corporation and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change in Control, selected by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld), that neither is presently nor in the past five (5) years has been retained to represent: (i) the Corporation or any of its subsidiaries or affiliates, or Indemnitee or any corporation of 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 either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. View More
Found in GENOMIC HEALTH INC contract

Variations

Independent Legal Counsel. Shall shall mean a law firm or a member of a law firm selected by the Corporation Company and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change in of Control, selected by Indemnitee and approved by the Corporation Company (which approval shall not be unreasonably withheld), that neither is presently nor in the past five (5) years has been retained to represent: (i) (a) the Corporation Company or any of its subsidiaries or affiliates, or... Indemnitee or any corporation of which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such a corporation, in any matter material matter, to either party, or (ii) (b) 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 Corporation Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. View More
Found in SVB Financial contract
Independent Legal Counsel. Shall shall mean a law firm or a member of a law firm selected by the Corporation Company and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change in Control, selected by Indemnitee and approved by the Corporation Company (which approval shall not be unreasonably withheld), that neither is presently nor in the past five (5) years has been retained to represent: (i) (a) the Corporation Company or any of its subsidiaries or affiliates, or... Indemnitee or any corporation of which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such a corporation, in any matter material matter, to either party, or (ii) (b) 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 Corporation Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. View More
Found in SVB Financial contract
Independent Legal Counsel. Shall mean a law firm or a member of a law firm selected by the Corporation and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change in Control, selected by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld), that neither is presently nor in the past five (5) years has been retained to represent: (i) the Corporation or any subsidiary of its subsidiaries or affiliates, or Indemnitee or any... corporation of which Indemnitee was or is a director, officer, employee or agent, or any subsidiary or affiliate of such a corporation, the 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 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 Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. Agreement View More
Found in WD-40 Company contract
Independent Legal Counsel. Shall mean a law firm or a member of a law firm selected by the Corporation Company and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change in Control, selected by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld), that neither is presently nor in the past five (5) years has been retained to represent: (i) the Corporation Company or any of its subsidiaries or affiliates, or Indemnitee or any... corporation of 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 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 Corporation Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. Agreement View More
Found in Flux Power Holdings, Inc. contract
Independent Legal Counsel. Shall mean a law firm or a member of a firm selected by the Corporation Company and approved by Indemnitee (which approval shall not be unreasonably withheld) or, if there has been a Change in Control, selected by Indemnitee and approved by the Corporation Company (which approval shall not be unreasonably withheld), that neither is presently nor in the past five (5) years has been retained to represent: (i) the Corporation Company or any of its subsidiaries or affiliates, or Indemnitee or any... corporation of 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 '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 Corporation Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement. View More
Found in MEDICINOVA INC contract
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