Cognizant Counsel shall have the meaning set forth in Section 4.1(b) hereto.
Patent Counsel means the DOE Counsel for Intellectual Property assisting the DOE Contracting activity.
Independent Counsel as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, 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 2 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 such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) 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).
Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Relevant Country means, as determined by the Calculation Agent, each of:
Lead Counsel means The Rosen Law Firm, P.A.
Co-Lead Counsel means collectively Xxxxx X. Xxxxx of Xxxxxxxxx Xxxxxxx Xxxxx PLLP and Xxxxxxxx X. Xxxxxxx of Xxxxx Xxxxxx London & Millen LLC.
Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.
Defendants’ Counsel means Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx of Xxxxxxx Xxxxxxxxx, P.C.
Indemnitee has the meaning assigned to such term in Section 9.03(b).
Adverse determination shall have the meaning set forth in Section 19.7.
Legal Counsel shall have the meaning assigned to such term in Section 2(b).
Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.
Liaison Counsel means Ajamie LLP.
Host county means the county within the human service zone in which the human service zone administrative office is located and in which the human service zone team members are employed.
Adverse decision means a decision reducing,
County board means a county board of developmental disabilities.
Reviewing Party means 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.
Hearing Officer means any individual or board charged with the duty of rendering decisions at any stage on grievances hereunder.