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

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 will be selected, paid and discharged in the following manner: (1) If a Change of Control has not occurred, the Independent Counsel will be selected by the Board, and the Company will give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. (2) 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), the Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection has been given, deliver to the other party a written objection to such selection. 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 this Agreement, and the