Special, Independent Legal Counsel Sample Clauses

Special, Independent Legal Counsel. Notwithstanding the provisions of Section 5.1, if a determination has been made that the Indemnitee is not entitled to indemnification in whole or in part by the Board pursuant to Section 5.1(a) or independent legal counsel pursuant to Section 5.1(b), the Indemnitee may submit the determination to a court or to binding arbitration pursuant to Article VI hereof. Alternatively, he or she may first elect to submit the Indemnification Statement to special, independent legal counsel who shall, among other things, determine whether and to what extent the Indemnitee is permitted to be indemnified under this Agreement and shall render its written opinion to that effect to the Bank and the Indemnitee, in which case the Indemnitee shall be entitled to indemnification as determined by such counsel. The special, independent legal counsel shall be chosen by the Bank from among three law firms in the counties of Albany, Westchester, Orange, or Rockland, New York, selected by the Indemnitee, having more than 10 attorneys and having a rating of "av" in the then current Martingale-Xxxxxxx Law Directory that shall not have been retained by or performed services for the Bank or the Indemnitee at any time within the five year period preceding its selection as special, independent legal counsel. The Bank shall choose one of the three law firms by lot, and such selection shall be made in the presence of the Indemnitee.
Sample 1
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Related to Special, Independent Legal Counsel

  • Independent Legal Counsel an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

  • Independent Legal Advice Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

  • Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.

  • Consultation with Legal Counsel Escrow Agent may consult with its counsel or other counsel satisfactory to it concerning any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by it in good faith upon the advice of such counsel.

  • Representation by Legal Counsel Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in drafting this Agreement. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

  • Consistent Legal Compliance The fact that certain provisions of this Agreement contain language which expressly requires compliance with all applicable laws, shall not give rise to an implication that other provisions, which do not expressly include such language, operate in derogation of the requirement for such legal compliance.

  • Advice of Legal Counsel Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

  • Legal Counsel Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

  • Advice from Independent Counsel The parties hereto understand that this Agreement is a legally binding agreement that may affect such party's rights. Each party hereto represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

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