Common use of Independent Legal Counsel Clause in Contracts

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 77 contracts

Samples: Indemnification Agreement (Armstrong Flooring, Inc.), Director and Officer Indemnification Agreement (Triangle Petroleum Corp), Indemnification Agreement (GNC Holdings, Inc.)

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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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity indemnification agreements).

Appears in 17 contracts

Samples: Indemnification Agreement (Gci Liberty, Inc.), Indemnification Agreement (Liberty Expedia Holdings, Inc.), Indemnification Agreement (Liberty Expedia Holdings, Inc.)

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 or Indemnitee within the last five three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 13 contracts

Samples: Indemnification Agreement (Infrasource Services Inc), Indemnification Agreement (Kansas City Power & Light Co), Indemnification Agreement (Western Gas Resources Inc)

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 or Indemnitee within the last five years (other than with respect to matters in which such counsel was engaged as Independent Legal Counsel concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreementsagreements with the Company).

Appears in 8 contracts

Samples: Employment Agreement (DXC Technology Co), Employment Agreement (DXC Technology Co), Indemnification Agreement (Inuvo, Inc.)

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 Company, any of its subsidiaries or Indemnitee within the last five two years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 5 contracts

Samples: Stockholders Agreement (Hayes Wheels International Inc), Indemnification Agreement (IASIS Finance Texas Holdings, LLC), Indemnification Agreement (Spheris Inc.)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreementsindemnification agreements or under the Company's Bylaws).

Appears in 4 contracts

Samples: Indemnification Agreement (Unitedglobalcom Inc), Indemnification Agreement (Unitedglobalcom Inc), Indemnification Agreement (Liberty Media International Inc)

Independent Legal Counsel. an attorney or firm of attorneysattorneys of national reputation or with significant relevant legal experience, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreementsindemnification agreements or under the Company’s Bylaws).

Appears in 4 contracts

Samples: Indemnification Agreement (Liberty Global, Inc.), Indemnification Agreement (Liberty Global, Inc.), Indemnification Agreement (Liberty Global, Inc.)

Independent Legal Counsel. Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise been retained by or performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, Indemnification Agreement or of other indemnitees indemnities under similar indemnity agreements).

Appears in 3 contracts

Samples: Indemnification Agreement (Coast Dental Services Inc), Indemnification Agreement (Vision Twenty One Inc), Indemnification Agreement (Checkers Drive in Restaurants Inc /De)

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 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 indemnity indemnification agreements).

Appears in 3 contracts

Samples: Indemnification Agreement (Atlanta Braves Holdings, Inc.), Indemnification Agreement (Liberty Media Acquisition Corp), Indemnification Agreement (Liberty Expedia Holdings, Inc.)

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 or any affiliate of the Company or Indemnitee within the last preceding five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 3 contracts

Samples: Indemnification Agreement (American Medical Alert Corp), Indemnification Agreement (Comverse Technology Inc/Ny/), Indemnification Agreement (Comverse Technology Inc/Ny/)

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 or Indemnitee within the last five two years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 2 contracts

Samples: Indemnification Agreement (Gentek Inc), Indemnification Agreement (Gentek Inc)

Independent Legal Counsel. Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise been retained by or performed services for the Company or Indemnitee within the last five two years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, Indemnification Agreement or of other indemnitees indemnities under similar indemnity indemnification agreements).

Appears in 2 contracts

Samples: Indemnification Agreement (Sun Hydraulics Inc), Indemnification Agreement (Sun Hydraulics Inc)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 33 hereof, who is experienced in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 2 contracts

Samples: Indemnification Agreement (Navistar International Corp), Indemnification Agreement (Navistar International Corp)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, attorneys who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees indemnities under similar indemnity agreements).

Appears in 2 contracts

Samples: Indemnification Agreement (Konover Property Trust Inc), Indemnification Agreement (Konover Property Trust Inc)

Independent Legal Counsel. an attorney or firm of attorneysattorneys (following a Change in Control, selected in accordance with the provisions of Section 3, 3 hereof) who is experienced in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last five three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 2 contracts

Samples: Indemnification Agreement (AGNC Investment Corp.), Indemnification Agreement (AGNC Investment Corp.)

Independent Legal Counsel. an attorney or firm of attorneys, selected in ------------------------- accordance with the provisions of Section 32, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements)5) years.

Appears in 2 contracts

Samples: Indemnification Agreement (Asa Holdings Inc), Indemnification & Liability (Asa Holdings Inc)

Independent Legal Counsel. an attorney or firm of attorneyslaw firm, selected in accordance with the provisions of Section 3, who shall has not have otherwise performed services for the Company or the Indemnitee within during the last five years (preceding the relevant Indemnifiable Event, other than with respect to matters concerning the rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Zix Corp)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, Agreement or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (United Usn Inc)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with by Indemnitee and approved by the provisions of Section 3Company (which approval shall not be unreasonably withheld), who shall not have otherwise performed services for the Indemnitee or the Company or Indemnitee current or former Affiliates of the Company within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreementsindemnification agreements or under the Company’s bylaws).

Appears in 1 contract

Samples: Indemnification Agreement (Affiliate Investment, Inc.)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees Indemnitee under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Uno Restaurant Corp)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity indemnification agreements)) .

Appears in 1 contract

Samples: Indemnification Agreement (Liberty Entertainment, Inc.)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Wavesplitter Technologies Inc)

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 or Indemnitee within the last five years (other than with respect to matters 3 concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Sauer Inc)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who is experienced in the matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (BeyondSpring Inc.)

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 or Indemnitee within the last five [two] years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Nptest Inc)

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 Bank Plus or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, Agreement or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Bank Plus Corp)

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Independent Legal Counsel. an attorney or firm of attorneys, selected ------------------------- in accordance with the provisions of Section 32, who shall not have otherwise performed services for the Company or Indemnitee within the last five two years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Merrill Lynch & Co Inc)

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 Company, any of its subsidiaries or Indemnitee within the last five two years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).. 3

Appears in 1 contract

Samples: Indemnification Agreement (Iasis Healthcare Corp)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements)) and shall have significant experience in matters of the type contemplated as being performed by the Independent Legal Counsel under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (E-Z-Em, Inc.)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity Indemnity agreements).

Appears in 1 contract

Samples: Employment Agreement (Western Gas Resources Inc)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 34, who shall not have otherwise performed services for the Company or Indemnitee indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Reynolds & Reynolds Co)

Independent Legal Counsel. an attorney attor­ney or firm of attorneys, selected in accordance with the provisions provi­sions of Section 3, who shall not have otherwise performed services other­wise per­formed servic­es for the Company or Indemnitee Indemni­tee within the last five three years (other oth­er than with respect re­spect to matters concerning concern­ing the rights of Indemnitee Indemni­tee under this Agreement, or of other indemnitees under similar indemnity agreementsagree­ments).

Appears in 1 contract

Samples: Indemnification Agreement (Great Plains Energy Inc)

Independent Legal Counsel. Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 33(h) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last five preceding three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees Indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Skywest Inc)

Independent Legal Counsel. an 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 or Indemnitee within the last five (5) years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Vyyo Inc)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Employment Agreement (Western Gas Resources Inc)

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 or Indemnitee within the last five (5) years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification & Liability (Genesis Healthcare, Inc.)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights tights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (CHINA MOBILITY SOLUTIONS, INC. (Formerly Xin Net Corp.))

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, attorneys who ------------------------- shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees indemnities under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Konover Property Trust Inc)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 33 hereof, who is experienced in matters of corporate Peak International Limited Indemnification Agreement law hereof, who shall not have otherwise performed services for the Company or the Indemnitee within the last five years (other than with respect to matters concerning the rights of the Indemnitee under this Agreement, or of other indemnitees the Indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Peak International LTD)

Independent Legal Counsel. an 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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, Agreement or of other indemnitees indemnities under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (National Steel Corp)

Independent Legal Counsel. an attorney or firm of attorneys, selected in accordance with the provisions of Section 34, who shall not have otherwise performed services for the Company or Indemnitee within the last five three years (other than with respect to matters concerning the rights of Indemnitee indemnity under this Agreement, or of other indemnitees indemnities under similar indemnity agreementsindemnification agreements or under the Charter Documents).

Appears in 1 contract

Samples: Indemnification Agreement (Opentv Corp)

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 or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees indemnities under similar indemnity indemnification agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Erc Industries Inc /De/)

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 or Indemnitee within the last five [five] years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

Appears in 1 contract

Samples: Indemnification Agreement (Petsmart Com Inc)

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