Independent Legal Counsel. For purposes of this Agreement, "Independent Legal Counsel" means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement.
Appears in 9 contracts
Samples: Indemnification Agreement (Integrated Circuit Systems Inc), Indemnification Agreement (American Pad & Paper Co of Delaware Inc), Indemnification Agreement (Wesley Jessen Visioncare Inc)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" ” means a law firman attorney or firm of attorneys, a member selected in accordance with the provisions of a law firm, or an independent practitionerSection 7 hereof, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either otherwise performed services for the Company or any Indemnitee within the last three (3) years, other than with respect to matters concerning the right of Indemnitee in an action to determine the Indemnitee's rights under this AgreementAgreement or of other indemnitees under similar indemnity agreements with the Company.
Appears in 7 contracts
Samples: Indemnification Agreement (Riggs National Corp), Indemnification Agreement (Riggs National Corp), Indemnification Agreement (Riggs National Corp)
Independent Legal Counsel. For purposes “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(i) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the preceding three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, "Independent Legal Counsel" means a law firm, a member or of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, other Indemnitees under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement.similar indemnity agreements).
Appears in 7 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Independent Legal Counsel. For purposes “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(i) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the preceding three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, "Independent Legal Counsel" means a law firm, a member or of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, other Indemnitees under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreementsimilar indemnity agreements).
Appears in 6 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm” shall mean an attorney or firm of attorneys, a member selected in accordance with the provisions of a law firmSection 5 hereof, or an independent practitioner, that is experienced in matters of corporation law and who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict otherwise performed services for the Corporation (or for any entity that as of interest in representing either the Company time of selection of the attorney or firm of attorneys is controlled by, controlling or under common control with the Indemnitee in an action Corporation) or Agent within the last three years (other than with respect to determine matters concerning the Indemnitee's rights of Agent under this Agreement, or of other indemnitees under similar indemnity agreements).
Appears in 4 contracts
Samples: Indemnity Agreement (Adamas Pharmaceuticals Inc), Indemnity Agreement (Portola Pharmaceuticals Inc), Indemnity Agreement (Portola Pharmaceuticals Inc)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" ” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's ’s rights under this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (Integrated Circuit Systems Inc), Indemnification Agreement (Integrated Circuit Systems Inc), Indemnification Agreement (Aksys LTD)
Independent Legal Counsel. For purposes “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 3(h) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the preceding three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, "Independent Legal Counsel" means a law firm, a member or of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, other Indemnitees under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreementsimilar indemnity agreements).
Appears in 3 contracts
Samples: Indemnification Agreement (Skywest Inc), Indemnification Agreement (Skywest Inc), Indemnification Agreement (Skywest Inc)
Independent Legal Counsel. For purposes “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1.3 hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, "Independent Legal Counsel" means a law firm, a member or of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, other indemnitees under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreementsimilar indemnity agreements).
Appears in 3 contracts
Samples: Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Clarient, Inc)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm” shall mean an attorney or firm of attorneys, a member selected in accordance with the provisions of a law firmSection 6 hereof, or an independent practitioner, that is experienced in matters of corporation law and who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict otherwise performed services for the Corporation (or for any entity that now or in the future is controlled by, controlling or under common control with the Corporation) or Agent within the last three years (other than with respect to matters concerning the rights of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights Agent under this Agreement, or of other indemnitees under similar indemnity agreements).
Appears in 2 contracts
Samples: Indemnity Agreement (Compellent Technologies Inc), Indemnity Agreement (Reliant Technologies Inc)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm” shall mean an attorney or firm of attorneys, a member selected in accordance with the provisions of a law firmSection 5 hereof, or an independent practitioner, that is experienced in matters of corporation law and who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict otherwise performed services for the Corporation (or for any entity that now or in the future is controlled by, controlling or under common control with the Corporation) or Agent within the last three years (other than with respect to matters concerning the rights of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights Agent under this Agreement, or of other indemnitees under similar indemnity agreements).
Appears in 2 contracts
Samples: Indemnity Agreement (Beceem Communications Inc), Nvidia Corporation (Nvidia Corp)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm” shall mean an attorney or firm of attorneys, a member selected in accordance with the provisions of a law firmSection 1.3 hereof, or an independent practitioner, that is experienced in matters of corporation law and who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either otherwise performed services for the Company or Indemnitee within the Indemnitee in an action last three years other than with respect to determine serving as Independent Legal Counsel with regard to the Indemnitee's rights Company and other indemnitees under this Agreementsimilar indemnity agreements.
Appears in 1 contract
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" ” means a law firm, a member an attorney or firm of a law firm, or an independent practitioner, attorneys that is experienced in matters of corporation law and shall include laws, selected in accordance with the provisions of Section 7(d), who has not performed any person who, services (other than services similar to those contemplated to be performed by Independent Legal Counsel under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either this Agreement) for the Company or any of its subsidiaries or for Indemnitee within the Indemnitee in an action to determine the Indemnitee's rights under this Agreementlast three years.
Appears in 1 contract
Samples: Indemnification Agreement (Unique Fabricating, Inc.)
Independent Legal Counsel. For purposes the purpose of this Agreement, "“Independent Legal Counsel" ” means a law firman attorney or firm of attorneys, a member selected in accordance with the provisions of a law firm, or an independent practitioner, that is experienced in matters of corporation law and Section 19 who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict otherwise performed services within the last three years (other than with respect to matters concerning the rights of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement, or of other indemnitees under similar indemnity agreements) for the Company, the board of directors of the Company, any committee of that board of directors, the Indemnitee or an affiliate of Indemnitee.
Appears in 1 contract
Independent Legal Counsel. For purposes the purpose of this Agreement, "“Independent Legal Counsel" ” means a law firman attorney or firm of attorneys, a member selected in accordance with the provisions of a law firm, or an independent practitioner, that is experienced in matters of corporation law and Section 19 who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict otherwise performed services for the Company, the board of interest in representing either directors of the Company Company, any committee of that board of directors, Phoenix, or the Indemnitee in an action within the last three years (other than with respect to determine matters concerning the Indemnitee's rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
Appears in 1 contract
Samples: Indemnity Agreement (Insilicon Corp)
Independent Legal Counsel. For purposes the purpose of this Agreement, ------------------------- "Independent Legal Counsel" means a law firman attorney or firm of attorneys, a member selected in accordance with the provisions of a law firm, or an independent practitioner, that is experienced in matters of corporation law and Section 19 who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict otherwise performed services for the Company, the board of interest in representing either directors of the Company Company, any committee of that board of directors, Trilogy, or the Indemnitee in an action within the last three years (other than with respect to determine matters concerning the Indemnitee's rights of the Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
Appears in 1 contract
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" ” means a law firman attorney or firm of attorneys, a member selected in accordance with the provisions of a law firm, or an independent practitionerSection 7(f) hereof, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either otherwise performed services for the Company or any Indemnitee within the last three (3) years, other than with respect to matters concerning the right of Indemnitee in an action to determine the Indemnitee's rights under this AgreementAgreement or of other indemnitees under similar indemnity agreements with the Company.
Appears in 1 contract
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm” shall mean an attorney or firm of attorneys, a member selected in accordance with the provisions of a law firmSection 4(g) hereof, or an independent practitioner, that is experienced in matters of corporation law and who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee in an action to determine the Indemnitee's rights under this Agreement, or of other Indemnitees under similar indemnity agreements).
Appears in 1 contract
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm, a member ” shall mean an attorney or firm of a law firm, or an independent practitioner, that is experienced in matters of corporation law and attorneys who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either otherwise performed services for the Company or Indemnitee within the Indemnitee in an action to determine the Indemnitee's rights under this Agreementlast three (3) years.
Appears in 1 contract
Samples: Indemnification Agreement (Lawson Products Inc/New/De/)
Independent Legal Counsel. For purposes of this Agreement, "“Independent Legal Counsel" means a law firm” shall mean an attorney or firm of attorneys, a member selected in accordance with the provisions of a law firmSection l(c) hereof, or an independent practitioner, that is experienced in matters of corporation law and who shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee in an action to determine the Indemnitee's rights under this Agreement, or of other indemnitees under similar indemnity agreements).
Appears in 1 contract
Samples: Indemnity Agreement (Viewsonic Corp)