Common use of Selection, Payment and Discharge of Independent Counsel Clause in Contracts

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising the Company of the identity of the Independent Counsel so selected. (ii) Following the initial selection described in Section 6(c)(i), the Company may, within ten (10) days after such written notice of selection has been given, deliver to Indemnitee 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 in Section 1 of this Agreement, 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 Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) of this Agreement. Such petition may request resolution of any objection made by the Company to Indemnitee’s selection of Independent Counsel and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. A person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Selection, Payment and Discharge of Independent Counsel. In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall will be selected, paid, paid and discharged in the following manner: (i1) The If a Change of Control has not occurred, the Independent Counsel shall will be selected by Indemniteethe Board, and Indemnitee shall the Company will give written notice to the Company Indemnitee advising the Company Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel will be selected by the Indemnitee (unless the Indemnitee requests that such selection be made by the Board, in which event clause (1) of this Section 6(c) applies), and the Indemnitee must give written notice to the Company advising it of the identity of the Independent Counsel so selected. (3) Following the initial selection described in clauses (1) and (2) of this Section 6(c)(i6(c), the Company Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been given, deliver to Indemnitee the other party a written objection to such selection; provided, however, that such . 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 in Section 1 1(j) of this Agreement, and the objection shall must set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall will act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) of this Agreement. Such petition may request resolution of any objection made by the Company to Indemnitee’s selection of Independent Counsel and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. A person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this AgreementIf required, the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemnitee, Indemnitee and Indemnitee shall give written notice to the Company advising the Company it of the identity of the Independent Counsel so selected. (ii) Following the initial selection described in Section 6(c)(i), the . The Company may, within ten seven (107) days after such written notice of selection has shall have been given, deliver to Indemnitee a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel Counsel, unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel . If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) 6.1 hereof, no Reviewing Party shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of this Agreement. Such petition may request Chancery of the State of Delaware, or other court of competent jurisdiction, for resolution of any objection which shall have been made by the Company to Indemnitee’s the selection of Independent Counsel and/or seek for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate. A , and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) 6.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 8.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b7.3(b) of this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i) The If a Change in Control has not occurred, the Independent Counsel shall be selected by Indemnitee, the Nabors Bermuda Board and Indemnitee Nabors Bermuda shall give written notice to the Company Executive advising the Company Executive of the identity of the Independent Counsel so selected, subject to the reasonable consent of the Executive. (ii) If a Change in Control has occurred, the Independent Counsel shall be selected by the Executive (unless the Executive shall request that such selection be made by the Nabors Bermuda Board, in which event clause (i) of this Section 7.3(c) shall apply), and the Executive shall give written notice to Nabors Bermuda advising it of the identity of the Independent Counsel so selected. (iiiii) Following the initial selection described in clauses (i) and (ii) of this Section 6(c)(i7.3(c), the Company Executive or Nabors Bermuda, as the case may be, may, within ten seven (107) days after such written notice of selection has been given, deliver to Indemnitee the other party a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iiiiv) Either Nabors Bermuda or the Company or Indemnitee Executive may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) days after submission by Indemnitee the Executive of a written request for indemnification pursuant to Section 6(a7.3(a) of this Agreement. Such petition may request resolution of any a determination whether an objection made by to the Company to Indemniteeparty’s selection of Independent Counsel is without merit and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. A person so appointed shall act as Independent Counsel under Section 6(b7.3(b) of this Agreement. (ivv) The Company Nabors Bermuda shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company Nabors Bermuda shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c7.3(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7.5(b) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this AgreementIf required, the Independent Counsel shall be selectedselected as follows: (a) if a Change of Control shall not have occurred, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemniteethe Board, and the Company shall give written notice to the Indemnitee advising him or her of the identity of Independent Counsel so selected; or (b) if a Change of Control shall have occurred, Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event clause (a) shall apply), and the Indemnitee shall give written notice to the Company advising the Company it of the identity of the Independent Counsel so selected. (ii) Following the initial selection described in Section 6(c)(i). In either event, the Company Indemnitee or the Company, as the case may be, may, within ten seven (107) days after such written notice of selection has shall have been given, deliver to Indemnitee the Company or to the Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel Counsel, unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel . If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to Section 6(a) 6.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or the Indemnitee may petition the Court of this Agreement. Such petition may request Chancery of the State of Delaware, or other court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or by the Indemnitee to Indemnitee’s the other's selection of Independent Counsel and/or seek for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate. A , and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) 6.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 8.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event that the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreement, the Independent Counsel shall will be selected, paid, paid and discharged in the following manner: (i1) The If a Change of Control has not occurred, the Independent Counsel shall will be selected by Indemniteethe Board, and Indemnitee shall the Company will give written notice to the Company Indemnitee advising the Company Indemnitee of the identity of the Independent Counsel so selected. (ii2) If a Change of Control has occurred, the Independent Counsel will be selected by the Indemnitee (unless the Indemnitee requests that such selection be made by the Board, in which event clause (1) of this Section 6(c) applies), and the Indemnitee must give written notice to the Company advising it of the identity of the Independent Counsel so selected. (3) Following the initial selection described in clauses (1) and (2) of this Section 6(c)(i6(c), the Company Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been given, deliver to Indemnitee the other party a written objection to such selection; provided, however, that such . 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 in Section 1 1(j) of this Agreement, and the objection shall must set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall will act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii4) Either the Company or the Indemnitee may petition a the Court of Chancery of the State of Delaware if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 6(a) of this Agreement. Such petition may will request resolution of any a determination whether an objection made by to the Company to Indemnitee’s party's selection of Independent Counsel is without merit and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall may designate. A person so appointed shall will act as Independent Counsel under Section 6(b) of this Agreement. . (iv) The 5)The Company shall will pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company shall will pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this Agreementthe preceding Section, the Independent Counsel shall be selected, paid, and discharged in the following manner: (ia) The If a Change of Control has not occurred, the Independent Counsel shall be selected by Indemniteethe Board, and Indemnitee the Company shall give written notice to the Company Indemnitee advising the Company Indemnitee of the identity of the Independent Counsel so selected. (iib) If a Change of Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event clause (a) of this Section shall apply), and the Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. 5 Page 100 of 141 (c) Following the initial selection described in Section 6(c)(i)clauses (a) and (b) of this Section, the Company Indemnitee or the Company, as the case may be, may, within ten (10) seven days after such written notice of selection has been given, deliver to Indemnitee the other party a written objection to such selection; provided, however, that such . 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 in Section 1 1.5 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) of this Agreement. Such petition may request resolution of any objection made by the Company to Indemnitee’s selection of Independent Counsel and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. A person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this AgreementIf required, the Independent Counsel shall be selectedselected as follows: (a) if a Change of Control shall not have occurred, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemniteethe Board, and the Company shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected; or (b) if a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event clause (a) shall apply), and Indemnitee shall give written notice to the Company advising the Company it of the identity of the Independent Counsel so selected. (ii) Following . In either event, Indemnitee or the initial selection described in Section 6(c)(i)Company, as the Company case may be, may, within ten seven (107) days after such written notice of selection has shall have been given, deliver to Indemnitee the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel Counsel, unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel . If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) 6.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of this Agreement. Such petition may request Chancery of the State of Delaware, or other court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee to Indemnitee’s the other's selection of Independent Counsel and/or seek for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate. A , and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) 6.2 hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 8.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b4(b) of this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i) The If a Change of Control has not occurred, the Independent Counsel shall be selected by Indemnitee, the Board and Indemnitee the Corporation shall give written notice to the Company Director advising the Company Director of the identity of the Independent Counsel so selected. (ii) If a Change of Control has occurred, the Independent Counsel shall be selected by the Director (unless the Director shall request that such selection be made by the Board, in such event clause (i) of this Section shall apply), and the Director shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. (iii) Following the initial selection described in clauses (i) and (ii) of this Section 6(c)(i4(c), the Company Director or the Corporation, as the case may be, may, within ten seven (107) days after such written notice of selection has been given, deliver to Indemnitee the other party a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, " 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iiiiv) Either the Company Corporation or Indemnitee the Director may petition a the Court of Chancery of the State of Delaware or any other court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) days after submission by Indemnitee the Director of a written request for indemnification pursuant to Section 6(a4(a) of this Agreement. Such petition may request resolution of any a determination whether an objection made by to the Company to Indemnitee’s party's selection of Independent Counsel is without merit and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. A person so appointed shall act as Independent Counsel under Section 6(b4(b) of this Agreement. (ivv) The Company Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c4(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6(b) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b7(a) of this Agreement, the Independent Counsel shall be selected, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemniteethe Board, and Indemnitee the Company shall give written notice to the Company Indemnitee advising the Company Indemnitee of the identity of the Independent Counsel so selected. (ii) Following the initial selection described in Section 6(c)(i), the Company Indemnitee may, within ten (10) seven days after such written notice of selection has been given, deliver to Indemnitee the Company a written objection to such selection; provided, however, that such . 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 in Section 1 1(g) of this Agreement, 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court court of competent jurisdiction if the parties have been unable to agree on the selection of Independent Counsel within twenty (20) 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) 6 of this Agreement. Such petition may request resolution of any a determination whether an objection made by to the Company to IndemniteeCompany’s selection of Independent Counsel is with or without merit and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. A person so appointed shall act as Independent Counsel under this Section 6(b) of this Agreement7. (iv) The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c)7, regardless of the manner in which such Independent Counsel was selected or appointed. (v) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this AgreementIf required, the Independent Counsel shall be selected by the Board of Directors of Ferrellgas by a majority vote of a quorum consisting of Disinterested Directors, if obtainable; and Ferrellgas shall give written notice to Indemnitee advising Indemnitee of the identity of Independent Counsel so selected; or if such a vote is not obtainable, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company Ferrellgas advising the Company it of the identity of the Independent Counsel so selected. (ii) Following . In either event Indemnitee or Ferrellgas, as the initial selection described in Section 6(c)(i), the Company maycase may be, within ten seven (107) days after such written notice of selection has shall have been given, may deliver to Indemnitee Ferrellgas or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, Agreement 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel Counsel, unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel . If within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) 6.1, no Independent Counsel shall have been selected and not objected to, either Ferrellgas or Indemnitee may petition a court of this Agreement. Such petition may request competent jurisdiction in the State of Delaware, or another court of competent jurisdiction, for resolution of any objection which shall have been made by Ferrellgas or Indemnitee to the Company to Indemniteeother’s selection of Independent Counsel and/or seek for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate. A , and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) 6.2. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this the Section 6(c), 6.3; regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 8.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b7.3(b) of this Agreement, the Independent Counsel shall be selected, paid, paid and discharged in the following manner: (i) The If a Change in Control has not occurred, the Independent Counsel shall be selected by Indemnitee, the Nabors Bermuda Board and Indemnitee Nabors Bermuda shall give written notice to the Company Executive advising the Company Executive of the identity of the Independent Counsel so selected, subject to the reasonable consent of the Executive. (ii) If a Change in Control has occurred, the Independent Counsel shall be selected by the Executive (unless the Executive shall request that such selection be made by the Nabors Bermuda Board, in which event clause (i) of this Section 7.3(c) shall apply), and the Executive shall give written notice to Nabors Bermuda advising it of the identity of the Independent Counsel so selected. (iiiii) Following the initial selection described in clauses (i) and (ii) of this Section 6(c)(i7.3(c), the Company Executive or Nabors Bermuda, as the case may be, may, within ten seven (107) days after such written notice of selection has been given, deliver to Indemnitee the other party a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreementor is otherwise an inappropriate choice, 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iiiiv) Either Nabors Bermuda or the Company or Indemnitee Executive may petition a the Court of Chancery of the State of Delaware or other court of competent jurisdiction if the parties Parties have been unable to agree on the selection of Independent Counsel within twenty (20) days after submission by Indemnitee the Executive of a written request for indemnification pursuant to Section 6(a7.3(a) of this Agreement. Such petition may request resolution of any a determination whether an objection made by to the Company to IndemniteeParty’s selection of Independent Counsel is without merit and/or seek the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate. Court.. A person so appointed shall act as Independent Counsel under Section 6(b7.3(b) of this Agreement. (ivv) The Company Nabors Bermuda shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to this Agreement, and the Company Nabors Bermuda shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c7.3(c), regardless of the manner in which such Independent Counsel was selected or appointed. (vi) Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 7.5(b) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Selection, Payment and Discharge of Independent Counsel. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) of this AgreementIf required, the Independent Counsel shall be selected by the Board of Directors of Ferrellgas by a majority vote of a quorum consisting of Disinterested Directors, if obtainable; and Ferrellgas shall give written notice to Indemnitee advising Indemnitee of the identity of Independent Counsel so selected; or (b) if such a vote is not obtainable, paid, and discharged in the following manner: (i) The Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company Ferrellgas advising the Company it of the identity of the Independent Counsel so selected. (ii) Following . In either event Indemnitee or Ferrellgas, as the initial selection described in Section 6(c)(i), the Company maycase may be, within ten seven (107) days after such written notice of selection has shall have been given, may deliver to Indemnitee Ferrellgas or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such . 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 in Section 1 of this Agreement, Agreement 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 Counsel. If a such written objection is made and substantiatedmade, the Independent Counsel so selected may not serve as Independent Counsel Counsel, unless and until such objection is withdrawn or a court has determined that such objection is without merit. (iii) Either the Company or Indemnitee may petition a Court if the parties have been unable to agree on the selection of Independent Counsel . If within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) 6.1, no Independent Counsel shall have been selected and not objected to, either Ferrellgas or Indemnitee may petition a court of this Agreement. Such petition may request competent jurisdiction in the State of Delaware, or another court of competent jurisdiction, for resolution of any objection which shall have been made by Ferrellgas or Indemnitee to the Company to Indemnitee’s other's selection of Independent Counsel and/or seek for the appointment as Independent Counsel of a person selected by the Court such court or by such other person as the Court such court shall designate. A , and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) of this Agreement. (iv) 6.2. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting its actions pursuant to this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c)6.3, regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding or arbitration pursuant to Section 8.1, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).