Common use of Procedure for Selecting of Independent Legal Counsel Clause in Contracts

Procedure for Selecting of Independent Legal Counsel. Whenever pursuant to this Agreement Independent Legal Counsel is to be selected for purposes of determining Indemnitee’s entitlement to indemnification, such selection shall be made in accordance with the provisions of this Section 3(d). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred (for which Independent Counsel is to be selected in accordance with Section 3(c)), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined above, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Legal Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may not serve as Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 5 business days after submission by Indemnitee of a written request for indemnification pursuant to Section 3(a) hereof which is to be addressed by Independent Legal Counsel in accordance with the foregoing provisions, no Independent Legal Counsel shall have been selected and not objected to, either the Company or Indemnitee, as the case may be, may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 3(d) hereof. The Company agrees to abide by the opinion of Independent Legal Counsel and to pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, including, without limitation, paying all reasonable fees and expenses incident to the procedures of this Section 3(d), regardless of the manner in which such Independent Counsel was selected or appointed. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

Procedure for Selecting of Independent Legal Counsel. Whenever pursuant to this Agreement Independent Legal Counsel is to be selected for purposes of determining Indemnitee’s entitlement to indemnification, such selection shall be made in accordance with the provisions of this Section 3(d2(d). If a Change in Control shall not have occurred, the The Independent Legal Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Legal Counsel so selected. If a Change in Control shall have occurred (for which Independent Counsel is to be selected in accordance with Section 3(c)), the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined above, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Legal Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may not serve as Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 5 business days after submission by Indemnitee of a written request for indemnification pursuant to Section 3(a) hereof which is to be addressed by Independent Legal Counsel in accordance with the foregoing provisions, no Independent Legal Counsel shall have been selected and not objected to, either the Company or Indemnitee, as the case may be, may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 3(d) hereof. The Company agrees to abide by the opinion of Independent Legal Counsel and to pay fully indemnify such counsel against any and all reasonable fees Expenses (including attorneys’ fees), claims, liabilities and expenses damages arising out of Independent Counsel incurred by or relating to this Agreement or such Independent Counsel in connection with acting Legal Counsel’s engagement pursuant to this Agreementhereto, including, without limitation, paying all reasonable fees and expenses incident to the procedures of this Section 3(d2(d), regardless of the manner in which such Independent Legal Counsel was selected or appointed. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

Procedure for Selecting of Independent Legal Counsel. Whenever pursuant to this Agreement Independent Legal Counsel is to be selected for purposes of determining Indemnitee’s entitlement to indemnification, such selection shall be made in accordance with the provisions of this Section 3(d). If a Change in Control shall not have occurred, the Independent Legal Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Legal Counsel so selected. If a Change in Control shall have occurred (for which Independent Legal Counsel is to be selected in accordance with Section 3(c)), the Independent Legal Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Legal Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Legal Counsel so selected does not meet the requirements of “Independent Legal Counsel” as defined above, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Legal Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may not serve as Independent Legal Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 5 business days after submission by Indemnitee of a written request for indemnification pursuant to Section 3(a) hereof which is to be addressed by Independent Legal Counsel in accordance with the foregoing provisions, no Independent Legal Counsel shall have been selected and not objected to, either the Company or Indemnitee, as the case may be, may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a person selected by the Court court or by such other person as the Court court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under Section 3(d) hereof. The Company agrees to abide by the opinion of Independent Legal Counsel and to pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by such Independent Legal Counsel in connection with acting pursuant to this Agreement, including, without limitation, paying all reasonable fees and expenses incident to the procedures of this Section 3(d), regardless of the manner in which such Independent Legal Counsel was selected or appointed. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.