Common use of An Independent Counsel Clause in Contracts

An Independent Counsel. If the Reviewing Party is an Independent Counsel, such Independent Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and shall not have otherwise performed services for the Company or Indemnitee within the previous five (5) years. An 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 Indemnitee in an action to determine Indemnitee's rights under this Agreement. An Independent Counsel, among other things, shall render a written opinion to the Company and Indemnitee on whether and to what extent Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of an Independent Counsel and to fully indemnify an Independent Counsel against any and all expenses, including attorneys' fees, claims, liabilities, losses and damages arising out of or relating to this Agreement or the engagement of an Independent Counsel under this Agreement.

An Independent Counsel. If the Reviewing Party is an Independent Counsel, such Independent Counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and shall not have otherwise performed services for the Company or Indemnitee within the previous five (5) years. An 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 Indemnitee lndemnitee in an action to determine Indemnitee's ’s rights under this Agreement. An Independent Counsel, among other things, shall render a written opinion to the Company and Indemnitee on whether and to what extent Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of an Independent Counsel and to fully indemnify an Independent Counsel against any and all expenses, including attorneys' attorneys fees, claims, liabilities, losses and damages arising out of or relating to this Agreement or the engagement of an Independent Counsel under this Agreement.