Reviewing Party

Reviewing Party. Means any person or body appointed by the Board of Directors in accordance with applicable law to review the Company's obligations hereunder and under applicable law, which may include (i) the directors who are not parties to the action, suit or proceeding in question ("Disinterested Directors"), even if less than a quorum, (ii) a committee of Disinterested Directors designated by a vote of the majority of the Disinterested Directors, even if less than a quorum, or (iii) Independent Legal... Counsel in a written opinion, if there are no such Disinterested Directors, or if such Disinterested Directors so direct. View More

Reviewing Party. Means (1) a quorum of the Board consisting of directors who are not a party to the Claim at issue; (2) a committee designated by the Board (in which directors who are parties to the Claim at issue may participate) consisting of at least two members of the Board who are not a party to the Claim at issue; or (3) Independent Legal Counsel, selected by the group described in clause (1), or if such group cannot be constituted, then the committee described in clause (2), or if such committee cannot... be constituted, then the Board (including the participation of directors who are parties to the Claim at issue). View More

Reviewing Party. The Company's Non-Employee Directors (as defined by Rule 16b-3 of the 1934 Act) or any other person or body appointed by the Board who is not a party to the particular proceeding for which Indemnitee is seeking indemnification.

Reviewing Party. Shall mean the person, persons, or entity that has the authority to determine whether Indemnitee is entitled to indemnification.

Reviewing Party. Subject to the provisions of Section 2(d), any person or body appointed by the Board of Directors, and approved by the Indemnified Person, which approval shall not be unreasonably withheld, in accordance with applicable law to review APEI's obligations hereunder and under applicable law, which may include a member or members of APEI's Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular Claim for which Indemnified Person is seeking... indemnification. View More

Reviewing Party. The Board of Directors of the Company or Independent Legal Counsel. Except as provided in Section 3 of this Agreement (in the event of a Change in Control), a determination by the Reviewing Party must be made (i) by the Company's Board of Directors by majority vote of a quorum consisting of directors who are not parties to the Claim, (ii) if a majority vote of a quorum consisting of directors who are not parties to the Claim so orders, by Independent Legal Counsel in a written opinion or (iii)... if a quorum consisting of directors who are not parties to the Claim cannot be obtained, by Independent Legal Counsel in a written opinion. View More

Reviewing Party. Subject to the provisions of Clause 2.4 hereof, any person or body duly appointed by the Company's Board of Directors to review the Company's obligations under this Deed, which may include a member or members of the Company's Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular Claim for which Indemnitee is seeking to be Indemnified. In the absence of the appointment of another Reviewing Party, but subject to the provisions of Clause 2.4... hereof, the Company's Board of Directors shall be deemed to be the "Reviewing Party" within the meaning of this Deed. View More

Reviewing Party. Subject to the provisions of Clause 2.4 hereof, any person or body duly appointed by the General Partner's Board of Managers to review the Company's obligations under this Agreement, which may include a member or members of the General Partner's Board of Managers, Holdco's Board of Directors, Independent Legal Counsel or any other person or body not a party to the particular Claim for which Indemnitee is seeking to be Indemnified. In the absence of the appointment of another Reviewing Party,... but subject to the provisions of Clause 2.4 hereof, the General Partner's Board of Managers shall be deemed to be the "Reviewing Party" within the meaning of this Agreement. View More

Reviewing Party. Means any appropriate Person or body consisting of a member or members of the Company's Board of Directors or any other Person or body appointed by the Company's Board of Directors who is neither a party to nor associated with the Claim for which Indemnitee is seeking indemnification.

Reviewing Party. The person or body selected in accordance with Section 9(b) to determine Indemnitee's entitlement to indemnification under this Agreement.