Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) any person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
Appears in 7 contracts
Samples: Indemnification Agreement (Talk Com), Indemnification Agreement (Talk Com), Indemnification Agreement (Tel Save Com Inc)
Reviewing Party. For purposes of this Agreement, a "“Reviewing Party" ” shall mean (i) mean, subject to the provisions of Section 2(g), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.as set forth in Section 2(i).
Appears in 7 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Reviewing Party. For purposes of this Agreement, a "“Reviewing Party" ” shall mean (i) mean, subject to the provisions of Section 2(g), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counselas set forth in Section 2(i).
Appears in 6 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Reviewing Party. For purposes of this Agreement, a "“Reviewing Party" ” shall mean (i) mean, subject to the provisions of Section 3(f), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
Appears in 4 contracts
Samples: Indemnification Agreement (Skywest Inc), Indemnification Agreement (Skywest Inc), Indemnification Agreement (Skywest Inc)
Reviewing Party. For purposes of this Agreement, a "A “Reviewing Party" ” shall mean (i) any appropriate person or group of persons body consisting of a member or members of the Company's Board of Directors and/or, as the case may be, 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 (ii) Independent Legal Counsel.
Appears in 3 contracts
Samples: Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Bonds.com Group, Inc.), Indemnification Agreement (Trailer Bridge Inc)
Reviewing Party. For purposes of this Agreement, a "“Reviewing Party" shall mean (i) any ” means the person or group of persons consisting of a member or members of the Company's Board of Directors and/or, as the case may be, or any other person body appointed by the Board pursuant to Section 11(d) herein and in accordance with applicable law, which person or body shall be either members of Directors the Board who is are not a party to interested in the particular Claim for which Indemnitee is seeking indemnificationor Independent Legal Counsel; provided, however, that if there has been a Change in Control or (ii) Potential Change in Control, the Reviewing Party shall be Independent Legal Counsel.
Appears in 2 contracts
Samples: Indemnification Agreement (Liveperson Inc), Indemnification Agreement (Town Sports International Holdings Inc)
Reviewing Party. For the purposes of this Agreement, a "Reviewing Party" shall mean (imeans, subject to the provisions of Section 7(c) below, any person or group body appointed by the Board of persons consisting Directors of the Company in accordance with applicable law to review the Company's obligations hereunder, under the Company's Certificate of Incorporation and Bylaws and under applicable law, which may include a member or members of the Company's Board of Directors and/orDirectors, as the case may be, independent legal counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim claim for which the Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
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Reviewing Party. For the purposes of this Agreement, a "“Reviewing Party" shall mean (i” means, subject to the provisions of Section 7(c) below, any person or group body appointed by the Board of persons consisting Directors of the Company in accordance with applicable law to review the Company’s obligations hereunder, under the Company’s Certificate of Incorporation and Bylaws and under applicable law, which may include a member or members of the Company's ’s Board of Directors and/orDirectors, as the case may be, independent legal counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim claim for which the Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (HyperSpace Communications, Inc.)
Reviewing Party. For purposes of this Agreement, a "Reviewing Party" shall mean (i) mean, subject to the provisions of Section 3(f), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company's obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
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Reviewing Party. For purposes of this Agreement, a "“Reviewing Party" ” shall mean (i) mean, subject to the provisions of Section 3(f), any person or group body appointed by the Board of persons consisting of Directors in accordance with applicable law to review the Company's obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orDirectors, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel.
Appears in 1 contract
Samples: Indemnification Agreement (Waste Connections Inc/De)
Reviewing Party. For purposes of this Agreement, a "“Reviewing Party" ” shall mean (i) mean, subject to the provisions of Section 3(f), any person or group of persons consisting of body appointed by the Board in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include a member or members of the Company's Board of Directors and/orBoard, as the case may be, Independent Legal Counsel or any other person appointed by the Board of Directors who is or body not a party to the particular Claim Proceeding for which Indemnitee is seeking indemnification, or (ii) Independent Legal Counsel..
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