Reviewing Party. 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 Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 35 contracts
Samples: Indemnification Agreement (AGNC Investment Corp.), Indemnification Agreement (Krispy Kreme, Inc.), Indemnification Agreement (Occidental Petroleum Corp /De/)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 25 contracts
Samples: Director and Officer Indemnification Agreement (Triangle Petroleum Corp), Indemnification Agreement (Hostopia.com Inc.), Indemnification Agreement (Kansas City Power & Light Co)
Reviewing Party. 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 not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 11 contracts
Samples: Indemnification Agreement (Liberty Expedia Holdings, Inc.), Indemnification Agreement (CommerceHub, Inc.), Indemnification Agreement (Liberty Broadband Corp)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Company's Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 9 contracts
Samples: Indemnification Agreement (Discovery Holding CO), Indemnification Agreement (Unitedglobalcom Inc), Indemnification Agreement (Unitedglobalcom Inc)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or including the Special Independent Counsel referred to in Article III (or, to the fullest extent permitted by law, any other person or body appointed by the Board Board), who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 8 contracts
Samples: Indemnification Agreement (California Jockey Club), Indemnification Agreement (California Jockey Club), Indemnification Agreement (California Jockey Club)
Reviewing Party. 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 Board of Directors who is not a party to, or witness or other participant in, nor threatened to be made a party to, or witness or participant in, the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 7 contracts
Samples: Indemnification Agreement (Liberty Media Acquisition Corp), Indemnification Agreement (Qurate Retail, Inc.), Indemnification Agreement (Gci Liberty, Inc.)
Reviewing Party. 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 Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 6 contracts
Samples: Officer Indemnification Agreement (GNC Holdings, Inc.), Director Indemnification Agreement (GNC Holdings, Inc.), Indemnification Agreement (City Ventures, Inc.)
Reviewing Party. 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 such Board (including the Board special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 4 contracts
Samples: Deed of Indemnification (Cooper Industries PLC), Deed of Indemnification (Cooper Industries PLC), Deed of Indemnification (Cooper Industries LTD)
Reviewing Party. 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 Board who is not a party to the particular Claim for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 4 contracts
Samples: Indemnification Agreement (Zix Corp), Indemnity Agreement (Zix Corp), Indemnification Agreement (Zix Corp)
Reviewing Party. 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 Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 4 contracts
Samples: Indemnification Agreement (Navistar International Corp), Indemnification & Liability (Houston Wire & Cable CO), Indemnification Agreement (Gentek Inc)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, indemnification or Independent Legal Counsel.
Appears in 3 contracts
Samples: Indemnification Agreement (Ir Biosciences Holdings Inc), Indemnification Agreement (Ir Biosciences Holdings Inc), Indemnification Agreement (Ir Biosciences Holdings Inc)
Reviewing Party. any appropriate person or body consisting of a (i) member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim Claim, issue or matter for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
Appears in 3 contracts
Samples: Indemnification Agreement (Trinity Industries Inc), Indemnification Agreement (Life Partners Holdings Inc), Indemnification Agreement (Perot Systems Corp)
Reviewing Party. 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 Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for Proceeding with respect to which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (PF2 SpinCo, Inc.), Indemnification Agreement (McKesson Corp)
Reviewing Party. 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 Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Anixter International Inc), Indemnification Agreement (Global Energy, Inc.)
Reviewing Party. any appropriate person or body consisting of a member --------------- or members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Wavesplitter Technologies Inc), Indemnification Agreement (Merrill Lynch & Co Inc)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s Board 's board of Directors directors or any other person or body appointed by the Board board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Directors Indemnification Agreement (Boise Cascade Corp), Directors Indemnification Agreement (Boise Cascade Corp)
Reviewing Party. any Any appropriate person or body body, appointed by a majority vote of the directors of the Company's Board of Directors who are not parties to the particular Proceeding, even though less than a quorum, consisting of (i) a member or members of the Company’s 's Board of Directors who is or are not parties to the particular Proceeding for which the Indemnitee is seeking indemnification or (ii) any other person or body appointed by the Board who is not a party to the particular Claim Proceeding for which the Indemnitee is seeking indemnification, or (iii) Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Atlas Corp.), Indemnification Agreement (Seaspan CORP)
Reviewing Party. any appropriate person or body consisting of a --------------- member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Goodnoise Corp), Indemnification Agreement (Petsmart Com Inc)
Reviewing Party. any Any appropriate person or body consisting of (i) a member or members of the Company’s Board of Directors or (ii) any other person or body duly appointed by the Board who is not a party to the particular Claim Proceeding for which the Indemnitee is seeking indemnification, or (iii) Independent Legal Counsel.
Appears in 2 contracts
Samples: Director Indemnification Agreement (Rayonier Inc), Indemnification Agreement (Rayonier Inc)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Cooper Industries LTD), Indemnification Agreement (Cooper Industries LTD)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s Board of Directors of the Company or any other person or body appointed by the Board of Directors of the Company who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (CBM Bancorp, Inc.), Indemnification Agreement (Fidelity Bancorp Inc)
Reviewing Party. any appropriate --------------- person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Anheuser Busch Companies Inc), Indemnification Agreement (Anheuser-Busch Companies, Inc.)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Directors' Indemnification Agreement (Owens Corning)
Reviewing Party. 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 Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Directors’ Indemnification Agreement (Owens Corning)
Reviewing Party. any Any appropriate person or body consisting of a member or members of the CompanyCorporation’s Board of Directors or any other person or body appointed by the Board of Directors (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for Proceeding with respect to which Indemnitee is seeking indemnification, or Independent Legal CounselIndemnification.
Appears in 1 contract
Reviewing Party. any Any appropriate person or body consisting of a member of or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special independent counsel referred to in Section 2) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Securities Exchange Agreement (Great American Backrub Store Inc)
Reviewing Party. 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 Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel, selected as set forth in Section 1(j).
Appears in 1 contract
Samples: Business Combination Agreement (Zanite Acquisition Corp.)
Reviewing Party. any Any appropriate person or body consisting of a member or members of the Company’s Board of Directors or including the Special Independent Counsel referred to in Section 3 (or, to the fullest extent permitted by law, any other person or body appointed by the Board Board), who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or --------------- members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in section 3) who is not a party to the particular Claim for Proceeding with respect to which Indemnitee is seeking indemnification, or Independent Legal CounselIndemnification.
Appears in 1 contract
Reviewing Party. any Any appropriate person or body body, appointed by a majority vote of the directors of the Company’s Board of Directors who are not parties to the particular Proceeding, even though less than a quorum, consisting of (i) a member or members of the Company’s Board of Directors who is or are not parties to the particular Proceeding for which the Indemnitee is seeking indemnification or (ii) any other person or body appointed by the Board who is not a party to the particular Claim Proceeding for which the Indemnitee is seeking indemnification, or (iii) Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or --------------- body consisting of a member or members of the Company’s 's Board of Directors or any other person or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 4) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any 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 Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Vyyo Inc)
Reviewing Party. 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 Board who is not a party to the particular Claim Proceeding for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (International Wire Group Inc)
Reviewing Party. any appropriate person or body consisting of a --------------- member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, indemnification or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or members members of the Company’s 's Board of Directors or any other person person or body appointed by the Board who is not a party to the particular particular Claim for which Indemnitee Indemnitee is seeking indemnificationindemnification, or Independent Independent Legal CounselCounsel.
Appears in 1 contract
Samples: Indemnification Agreement (Great Plains Energy Inc)
Reviewing Party. 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 Board (including the special independent counsel referred to in Section 5) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board who is does not a party to have an interest in the particular Claim for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Comverse Technology Inc/Ny/)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim claim for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s Board of Directors of the Company or any other independent and impartial person or body appointed by the Board of Directors of the Company, and approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board (including Special Counsel referred to in Section 4) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (National Instruments Corp)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 4) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board (including Special Counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Navistar International Corp)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Company's Board of Directors (including the special, independent counsel referred to in Section 3 below) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Parker Drilling Co /De/)
Reviewing Party. any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person Person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body --------------- consisting of a the member or members of the Company’s ABI's Board of Directors or any other person or body appointed by the Board who is are not a party parties to the particular Claim for which Indemnitee is seeking indemnification, independent legal counsel selected by such directors or Independent Legal Counselthe shareholders of ABI.
Appears in 1 contract
Samples: Indemnification Agreement (Anheuser Busch Companies Inc)
Reviewing Party. any appropriate person Person or body consisting of a member or members of the Company’s Board of Directors or any other person Person or body appointed by the Company’s Board of Directors who is not neither a party to nor associated with the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Affiliate Investment, Inc.)
Reviewing Party. 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 not a party to, or witness or other participant in, nor threatened to be made a party to, or witness or participant in, the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a (i) member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is are not a party to the particular Claim Claim, issue or matter for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Comfort Systems Usa Inc)
Reviewing Party. 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 Board (including the special independent counsel referred to in Section 2) who is not a party to the particular Claim for which Indemnitee Director is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or members of the CompanyCorporation’s Board of Directors or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 3) who is not a party to the particular Claim for which the Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or members of the CompanyCorporation’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, indemnification or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any Any appropriate person or body consisting of a member or members of the Company’s Indemnitor's Board of Directors or including the Special Independent Counsel referred to in Section 2(d) (or, to fullest extent permitted by law, any other person or body appointed by the Board Board), who is not a party to the particular Claim claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Nelson Communications Inc)
Reviewing Party. 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 Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal CounselCounsel under the circumstances described in Section 3.
Appears in 1 contract
Samples: Indemnification Agreement (American Medical Alert Corp)
Reviewing Party. any Any appropriate person or body consisting of a member or members of the Company’s Board of Directors or including the Special Independent Counsel referred to in Section 3 (or, to the fullest extent permitted by law, any other person or body appointed by the Board Board), who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a --------------- member or members of the Company’s 's Board of Directors or any other person or any other person or body appointed by the Board (including the special, independent counsel referred to in Section 4) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a member or of --------------- members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a --------------- member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board (including Special Counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body appointed by the Board of Directors and consisting of a member or members of the Company’s Board of Directors 's Board, or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. 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 Board (including the special independent counsel referred to in Section 5) who is not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting of a ---------------- member or members of the Company’s 's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Reviewing Party. any appropriate person or body consisting con- sisting of a member or members of the Company’s 's Board of Directors or any other person or body appointed by the Company's Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Fleming Companies Inc /Ok/)