Independent Legal Counsel

Independent Legal Counsel. Shall mean a law firm, or a member of a law firm, or an independent practitioner that is experienced in matters of relevant corporation law and neither presently is, nor in the past three years has been, retained to represent (i) the Company or the Executive in any matter material to either such party (other than with respect to matters concerning the Executive under this Agreement), 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 the Executive in an action to determine the Executive's rights. View More

Independent Legal Counsel. An attorney or firm of attorneys, selected in accordance with Section 4, who or which is experienced in matters of corporate law and has not otherwise performed services for the Company or Indemnitee within the five years immediately prior to the date of determination (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under other separate indemnification agreements with the Company).

Independent Legal Counsel. Shall mean special, independent counsel selected (i) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to the relevant Proceeding, or, if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors of the Corporation (in which directors who are parties to such Proceeding may participate) consisting solely of two or more directors not at the time parties to... such Proceeding, or (ii) if, under subsection (i) above, a quorum of directors cannot be obtained and the committee cannot be designated, by a majority vote of the full Board of Directors of the Corporation (in which directors who are parties to such Proceeding may participate). View More

Independent Legal Counsel. Means an attorney or firm of attorneys who has not otherwise performed services for the Company or Indemnitee. 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.

Independent Legal Counsel. Means an attorney or firm of attorneys who is experienced in matters of corporate law and who shall not have otherwise performed services for the Company, the Board or any individual officer or director within the last five years.

Independent Legal Counsel. Means legal counsel who or which has not provided or performed services for the Company, any of its directors, officers or the Indemnitee for the last three years and is not otherwise representing any party to any Proceeding, other than legal services rendered as an independent legal counsel in any prior determination regarding indemnification under this Agreement or any similar agreement with any other director or officer.

Independent Legal Counsel. Means an attorney or firm of attorneys, selected in accordance with the provisions of Section 11 hereof, other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for Corporation or any Indemnitee within the last five (5) years.

Independent Legal Counsel. Shall mean legal counsel retained jointly by, and mutually acceptable to, the Company and the Indemnitee. The Indemnitee and the Company each may submit no more than three (3) candidates for the position of Independent Legal Counsel. All candidates shall disclose to the Indemnitee and the Company any circumstances likely to affect his or her impartiality, including, without limitation, bias, interest in the resolution of the Proceeding, and past or present relations with the Indemnitee, the... employer of the Indemnitee or the Company. Under no circumstances shall the Independent Legal Counsel be (or have been during the six (6) year period prior to the date of such appointment) a relative, employee, officer, director or shareholder of either the Indemnitee, the employer of the Indemnitee or the Company, or an Affiliate of the employer of the Indemnitee or the Company. Each party may reject a candidate for good cause, such as reasonable concern regarding that candidate's independence, impartiality, access to confidential information or failure to meet agreed upon qualifications. Once Independent Legal Counsel has been selected and jointly retained by the parties, the Company shall pay all costs and expenses of such counsel. Independent Legal Counsel may retain such additional experts as he or she determines are necessary or useful for the rendering of his or her advice, provided that he or she in good faith determines, after notifying the Company and the Indemnitee of the selection of such expert and soliciting any objections either party might have, that such expert does not appear to have a conflict of interest. Circumstances that might cause doubt regarding the expert's independence or impartiality include bias, interest in the result of any Proceeding, and past or present relations with the Indemnitee, the employer of the Indemnitee (including an Affiliate of such employer), the Company (including an Affiliate of the Company) or their respective counsels. Under no circumstances shall any such expert be (or have been during the six (6) year period prior to the selection of the Independent Legal Counsel) a relative, employee, officer, director or shareholder of the Indemnitee, the employer of the Indemnitee or an Affiliate of such employer, the Company or an Affiliate of the Company, or an individual otherwise providing material services to the Indemnitee, the employer of the Indemnitee or the Company, or an Affiliate of the employer of the Indemnitee or the Company. View More

Independent Legal Counsel. An attorney or firm of attorneys designated by Indemnitee that is acceptable, in their reasonable discretion, to a majority of the Disinterested Directors (or, if there are no Disinterested Directors, the Board) and that is experienced in matters of corporate law and neither presently is, nor in the three years prior to such designation 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... rights of Indemnitee under this Agreement, or other indemnitees under similar indemnity agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification, advancement of Expenses or contribution hereunder View More

Independent Legal Counsel. Shall mean legal counsel, selected as provided in Section 10, who has not otherwise performed services for the Company or the Indemnitee within the last five years (other than in connection with matters referred to in Section 10).